


Don't Stop Me Now (I'm Having Such A Good Time)

by sunsetmog



Series: Kinky Threesome [2]
Category: Panic At The Disco
Genre: BDSM, Cock Slapping, Consensual Humiliation, Humilation, M/M, Multi, Painplay, Shaving, Threesome - M/M/M
Language: English
Status: Completed
Published: 2011-07-07
Updated: 2011-07-07
Packaged: 2017-10-21 03:19:51
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 30,112
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/220334
Author URL: https://archiveofourown.org/users/sunsetmog/pseuds/sunsetmog
Summary: <blockquote class="userstuff">
              <p>"Are we doing this again, then?" he asks.</p><p>Or: the one with the threesome, part two.</p>
            </blockquote>





	Don't Stop Me Now (I'm Having Such A Good Time)

**Author's Note:**

> This couldn't have been written without the A+++ support of boweryd, who talked this out with me right from the beginning. Thank you also to fictionalaspect, kickingrad and ohohstarryeyed, who have all read this a lot over the last two weeks and let me ramble on about it in emails. Extra thanks go to the other people who have read it along the way, and to knight_tracer and asmallbluedot for the excellent beta jobs. As always, any remaining errors are entirely my own.
> 
> Originally posted [here](http://sunsetmog-fics.livejournal.com/62021.html) on 21st May 2011.

The thing is, things are weird.

Things are weird between the three of them and they have been ever since they had sex, and if anything they're just getting _weirder_.

Spencer keeps 'accidentally' running into Zack and then looking up at him with this fucking _smirk_ on his face like he knows exactly what he's doing to Zack by rubbing up against him every fifth fucking minute. He looks like he knows exactly where they're going to end up if things keep on going the way they have been. Zack knows that Spencer's got a plan, because he is always in control. Spencer is always in control, Zack thinks, apart from when he isn't, and now that Zack's seen what Spencer's like when he falls apart he just can't fucking stop thinking about it. Brendon's worse, because Brendon is back to using him like a climbing frame all the fucking time as a way of getting Zack's attention, and he is _all over_ Zack and he's not even trying to hide why he's doing it.

But it isn't like they've done it again, not even close. There was just that one night where they had sex, and it was fucking awesome - Zack isn't the kind of guy to beat himself up over shit like having sex with the people he was paid to protect. It's not like he fucked the guys over and left them with no security support or anything - but so far it was just that one night. One awesome hotel night with a fuck-ton of sex and Zack was, well, not _content_ to leave it at that, but he was at least resigned to it just having been that one time.

Spencer has different ideas though, judging by the way he keeps bumping into Zack and staying close, like Zack's made of crazy glue and Spencer's stuck right to him. He's all smirks and bright, dancing eyes and Zack hates that dude sometimes, he really fucking does, because Spencer _knows_. Spencer knows that Zack wants more of it, and Zack knows that Spencer knows that he'd do it again in a heartbeat, and Brendon knows that Spencer wants more of it and that Zack wants a do-over and fuck, they _all know_ and _still_ their dicks are staying in their pants.

Zack knows that Brendon gets off on the build-up, at least, but he can't figure out what Spencer's getting out of just _waiting_ like this, pretending like none of them know what's going on between them, pretending like they're not building up to the point where the clothes come off and the dicks come out and they do this thing all over again. Zack could live the rest of his fucking life without having Spencer's knowing smirk following him everywhere he fucking went, too.

Or maybe not, whatever.

"Stop fucking smirking," Zack says, rolling his eyes as the bus pulls into a truck stop and the three of them pile up by the door waiting until they can get the fuck out. The bus smells bad, like sweat and stale bodies and _Brendon_ and old socks and unwashed clothes. Zack actually likes getting off the bus at truck stops and having the fresh air roll over him like a giant, not-stale wave, and when they finally get the doors open he rolls his shoulders and climbs out. He takes a deep breath and stops for a moment, chest expanding as he remembers what it's like to be able to breathe in something that isn't his stupid fucking band. It's kind of a nice moment until Brendon crashes into his back with an _oomph_. When Zack turns around, Spencer's looking nonchalant, crowding Brendon up against Zack's back with a knowing grin.

"Spencer," Zack warns. "Stop fucking pushing me."

"And pushing _me_ ," Brendon joins in, but Zack notices he's not exactly pulling away from where he's plastered to Zack's back, hands on Zack's shoulders. Zack finds himself pushing back, just a little.

Spencer _smirks_.

"I mean it, Spence," Zack says. "You want me to wipe that smile off your face?"

Something flickers in Spencer's gaze, just for the briefest of moments, and then it's gone.

 _Fuck_ , Zack thinks, _really?_

Brendon rolls his shoulders. His gaze flicks between them, and he lets out a breath, his shoulders dropping. He sets off across the parking lot, and Spencer follows. "Let's get food," he says, like suddenly he's the only one of them with any self-control whatsoever, and that is _so_ not the case.

Zack catches up with them, watching as Spencer's cheeks flush pink. _Really_? he thinks, because he didn't see this one coming. _Really?_

Spencer ducks out of the way of Zack's hand, heading across the parking lot towards the burger place, but Zack isn't their security guy for nothing. He claps a hand to Spencer's shoulder and squeezes.

"You want that?" Zack asks, in a low voice. "That's what you want?"

Brendon's facing them both, his eyes bright. They've stopped walking.

Spencer looks up, defiant. "Maybe," he says, "so what?"

"Fuck," Brendon breathes, because they're in the middle of a parking lot at a truck stop and they haven't eaten in hours. Zack's been so hungry that his stomach's been rumbling for the last half an hour; Brendon had made fun of him and poked him in the belly and then plastered himself to Zack's side, way too close for comfort. Now he's not hungry at all. Fuck, he doesn't care if he never eats again because the way Spencer had looked back there was worth any amount of hunger pangs.

Zack doesn't let go of Spencer's shoulder. "Spence," he says. "That's fucking hot. You want, like, what? Spanking?" Zack had once had a girlfriend who'd wanted to be spanked once a day. It had been the very best part of their shitty, short-term relationship, the way she'd settled over his knee every evening and pulled her panties down, looking up at him with the same kind of defiant glare that Spencer was wearing right now, bold but a little embarrassed.

"How did we even get into this conversation," Spencer starts, but Zack isn't having any of that.

"Because you _pushed_ ," he says. "You pushed and we got here and only fucking back down if you don't want us to do this shit, Spence. You fucking _pushed_."

"Is that what you get off on?" Brendon asks, and Zack has to keep looking around to see if anyone's noticed them, if there's anyone around close enough to hear. The parking lot is busy but there's no one close enough to overhear their low voices. This is so not the right place to be doing this though.

Spencer tilts his chin up. "Sometimes," he says. "I like being fucking spanked, okay? It's no big deal."

"We are not having this conversation here," Zack says, but he's glad his t-shirt's baggy enough to cover his shorts, which in turn are baggy enough to hide the way his dick is hardening. "Shut up, both of you, and talk about something else while we get food. We'll talk about this more later."

"Wow," Brendon says, shaking his head. "Wow. Fuck, Spence."

"Change the subject, B," Zack warns.

"No, but, seriously," Brendon says. "You like that?"

"Brendon," Spencer says, "shut up."

 _Huh_ , Zack thinks, because Spencer's been pushing them both for days, urging them towards something and if it wasn't directed towards _this_ then what had been going through Spencer's head all this time?

Brendon goes quiet, mouth clamping shut. He walks in front of them, quiet and kind of _still_ , and just when Zack's starting to worry, Brendon turns around, walking backwards, facing them. "Are we doing this again, then?" he asks. "Tonight?" He doesn't even try and hide the hope in his voice.

"Spence?" Zack asks, because he's in. He's always going to be fucking _in_. These are his boys.

"Sure," Spencer says, and there's something hovering there, underneath the bravado and the bright smile, that Zack can't get a handle on, and he prides himself on knowing these guys better than anyone.

 _Huh_ , Zack thinks, and he squeezes Spencer's shoulder a little, digging his thumb into his shoulder blade. Spencer's back arches and Zack feels the way the tension between them shifts, becoming something else, something hotter, something _theirs_.

"Zack?" Brendon asks, almost hesitantly and Zack's surprised, since isn't it obvious that he's in?

"Dude," Zack says, rolling his eyes and saying just what he thinks he ought to say. "I am a guy, and there is sex on offer. What do you think?"

Brendon rolls his eyes. "Okay, okay," he says. "But we're still getting food, right?"

"Sure," Zack says. "We'll microwave it later." There is a strange, thrumming heat burning somewhere beneath his skin and Zack tries to temper it down because he has a job to do. Right now, they're in the truck stop and there are burgers and burger lines to navigate and he has actual stuff to do to ensure that everything runs smoothly. The tense line to Spencer's shoulders and the way Brendon's gaze keeps flicking nervously between the two of them is something he has to just ignore. _Five more minutes_ , he thinks, and he sees Spencer glance at the clock, and Brendon tap his feet against the floor, hands thrust deep in the pockets of his hoodie.

 _Fuck_ , Zack thinks. What the fuck are they doing?

~*~

Zack pulls every string he can think of to get them the bus to themselves. It's only a couple of hours until the hotel but everyone's tired and smelly and hungry and grumpy. He pulls strings and lies about Brendon having a headache and gets them one dirty, stale bus to themselves and nobody else.

It feels like something incredible, something huge, and when he gets to the lounge Brendon and Spencer are just standing there, still fully-clothed, their brown bags of half-eaten truck-stop food dumped on the counter with three weeks of tour junk.

"So," Zack says. "You guys good?"

"Yeah," Spencer says, tilting his chin up, and then Brendon lets out a breath and closes the distance between him and Spencer, kissing Spencer so hard that Spencer almost loses his balance as the bus takes the corner out of the parking lot too steeply.

"Woah," Zack says, because all of a sudden he realizes that the two of them haven't done this since the last time they were all together. He'd thought it was the beginning of something for them, a way of finally getting them to skip out on all the secret looks and stupid hidden affection for each other. He'd even thought they might have taken the opportunity to jump each other's bones, finally, without him around but judging by this, they haven't. "Fuck, guys." Watching the two of them make out with each other, Brendon's arms wound tightly around Spencer's neck, Spencer's hands on Brendon's hips, it is totally fucking hot. Zack could watch the two of them together for-fucking-ever. If they finally stopped being stupid and actually got their shit together, then Zack figured he really _would_ have to watch the two of them all over each other for the rest of forever. He isn't sure how he feels about that, having to watch the two of them and know that there isn't a space for him.

Brendon pulls away, cheeks a little flushed. "You're missing out," he says decidedly, and before Zack even knows what's hit him, Brendon's kissing him, standing up on tip-toe to cup the back of Zack's head and tug him down.

That's the first and only time tonight Brendon's going to get the better of him, Zack decides, even though kissing him is kind of awesome and obviously hot. "Stop fucking around," he says, rolling his eyes and directing Brendon towards the couch. Brendon doesn't pay him any attention though, waggling his eyebrows and throwing him a cocky salute. If anything Brendon seems to get _more_ cocky when they're like this, when they're this close. Zack ignores him. "Spence, you've still got your clothes on."

Spencer's head jerks up. "Zack -" he says.

Zack leans over and touches Spencer's chin with the crook of his finger. "Tell me how you like it," he says. "How hard, how long, how much. You want me to punish you? Make it hurt? Humiliate you?" His ex-girlfriend had been big on humiliation. It had always made Zack's toes curl and he hadn't ever been able to figure out whether that meant it was a _thing_ for him or just a thing for her. "Have you done it before?"

Spencer's eyes meet Zack's and they're clear and blue and bright. There's a moment where neither of them say anything and the only sound in the bus comes from the three of them breathing, and the long and empty road rolling out beneath their feet.

"I like it long rather than hard," he says, never losing eye contact. Zack can feel Brendon behind him, feel when he moves closer and it's his breath he can feel against his shoulder. "I don't care if it hurts. I just want it to go on and on. I want you to put me over your knee," Spencer goes on, and he tilts his chin up, brave and a little belligerent, as if Zack's going to tell him _no_ , or that what turns him on is weird as fuck. He's not going to tell him that. "Punish me," he says. "Wipe that smile off my face. And no, I haven't done it before, not like this."

Zack's mouth is suddenly really, really dry, but he's determined not to let it show. "Not like this?" he asks.

"I've been spanked," Spencer says. "I've been hit."

"Okay," Zack says. "Anything else?"

"Traffic lights," Spencer says. "I'll traffic light out if it's not working, okay?"

"Traffic light?" Brendon asks.

"Red, yellow, green," Spencer says, his voice steady. "Red means stop."

"My safe word's purple," Brendon says, and Zack whips around.

"What?" he asks, because Brendon is a whole mess of stuff, Zack knows this better than anyone, but he didn't know someone had gotten there _first_.

"I'm just saying," Brendon says. "I haven't traffic lighted before."

"We have to fucking talk more," Zack says. "What the fuck."

Brendon just shrugs, and doesn't drop his gaze. "I figured, you know. While we were sharing."

Zack shakes his head. "Purple," he says, still shaking his head. "Okay, let's do this shit. Clothes off, guys."

Brendon's already one step ahead of him, tugging his t-shirt over his head and toeing off his Converse. Spencer's slower, more measured, and Zack wonders again what Spencer was pushing for if it wasn't _this._ Spencer stumbles getting his pants off properly as the bus goes over a bump in the road, and Zack catches his elbow, righting him.

"Thanks," Spencer says, and it's this moment that makes things weird, not any of the other ones that have come before. Zack wonders how they can talk about spanking and humiliation and sex but they can't hold each other up as the bus shifts lanes. Zack doesn't let go of Spencer's arm, and Spencer just stays there, careful and un-moving.

"You ready?" Zack asks, finally, and Spencer nods, dropping his underwear. Zack forces himself to keep his gaze on Spencer's face, to keep Spencer's eye and not look down.

"Fuck," Brendon says, plastering himself to Zack's back, hands under Zack's shirt, and oh _right_ , Zack hasn't taken his clothes off yet. "Spence, you've _shaved_."

"Yeah," Spencer says, without looking down. "I do that sometimes."

"Wow," Brendon says, hooking his chin over Zack's shoulder. He has to stand on tip-toe and Zack can feel Brendon's dick digging into his back, half-hard and getting harder. "Wow, Spence. That's really fucking hot."

Zack drops his gaze, because he really can't not, and Brendon's right, Spencer's cock is totally fucking smooth, the trail of hair leading down from his belly button just gone, no pubes at all. Spencer hadn't known they were doing this tonight, the three of them. Spencer did this for _himself_. Zack feels off-balance, and out of time. He prides himself on knowing everything about these guys and everywhere he goes tonight he's two steps behind.

"You do that a lot, Spencer?" he finds himself asking, because his dick is so fucking hard in his shorts right now. If anyone had asked him before this tour what it was he found sexy he wouldn't have said a shaved cock and a fucking limpet plastered to his back and the promise of getting to spank someone.

"It feels good," Spencer says defiantly. "I like it."

"It looks good," Brendon says, and he has to clear his throat because his voice catches. Zack has to try really hard not to give anything away when he speaks, because his voice is just as close to breaking as Brendon's is.

"It wasn't like this last time we did this," Zack says, and he reaches with the crook of his finger to touch Spencer's stomach, skin soft beneath his fingertip, and then down, further down, stroking across soft, smooth skin to the base of Spencer's cock. It's not stubbly at all, and Zack thinks, _fuck, he had to have shaved this today_. Spencer's skin quivers beneath Zack's fingers but Zack can't move away. He's never even seen a shaved cock up close before and Spencer's is _gorgeous_ , with soft, smooth skin beneath his fingertips. "Brendon, come touch," he says, and Brendon insinuates himself in between them, curling his hand around the base of Spencer's cock and just stroking. Zack curls his hand around Brendon's hip, holding him close just for a moment, the three of them pressed together in the middle of the bus. "How'd you pull off keeping it like this on the bus?"

"I can't always," Spencer admits, shuddering a little as Brendon's hand brushes Zack's and they both keep on touching, Zack's hand sliding lower until he comes to Spencer's balls, hairless in the palm of his hand. "I just -" his head tips back, and Zack swallows down a choked breath, because what the _fuck_ is going on tonight, really. "I do when I can, okay? It's a thing."

"It's a great thing," Brendon says, kind of reverently, and Zack slides his hand up Brendon's side before curling his hand into Brendon's hair.

"You wanna see what he tastes like?" Zack asks, and he's hardly finished speaking before Brendon's dropping to his knees, sliding his hands up Spencer's thighs, cupping the base of his cock in his hands as he opens his mouth and leans in.

Spencer makes a tight, desperate sound and rocks forward, letting Brendon mouth him down deeper. His gaze meets Zack's and Zack knows just from looking that Spencer isn't fucking around. Gone is the smirk and the know-it-all grin and the sarcastic fucking mockery that's always fucking _there_ , driving Zack crazy in a way nobody else does or can, except for Brendon. Zack feels like he's stumbled onto something private, something Spencer hadn't intended to share with them and he doesn't know why that makes him feel the way it does, caught up and kind of short of breath, but it _does_. Zack runs his hand up and down the back of Spencer's neck, and Spencer tilts his head back, breathless and panting already, even though Brendon's only been sucking him off for a minute.

Zack looks down, and Brendon's mouth is stretched wide around Spencer's cock, Spencer's skin slippery with spit. It is, he thinks, the very definition of hot. "Slower, B," he says, his other hand in Brendon's hair, holding him back. He doesn't want Spencer to come before he's spanked, but he wants him on the edge before they start.

Brendon complies, awkwardly trying to meet Zack's gaze at the same time as he's sucking Spencer off. It doesn't work, and Zack leans in close to Spencer's ear, saying in a low voice, "You ready for me to punish you, Spence? You ready to go over my knee?"

Zack wasn't entirely sure that the idea of spanking Spencer had ever exactly crossed his mind before, but now that it has, he fully intends to make every second count. He tightens his hold on Spencer's neck a little, but not enough to hurt.

"Are you ready, Spencer?" he says again. "You want me to spank you in front of Brendon?"

Spencer makes a loud, desperate, choked-off whine and Zack thinks, _holy fuck_. He twists his fingers in Brendon's hair a little, urging him back so that Spencer's cock slides out of his mouth, the sound obnoxiously loud in the quiet of the bus. There's no traffic outside, nothing but them and the road. The three of them stare at each other.

"Brendon," Zack says. "How do you feel about watching Spencer being punished?"

Brendon's skin is flushed pink and hot. His mouth, Zack thinks, was just stretched around Spencer's cock. This whole thing is so fucking surreal. "Good," he says, and his voice sounds hoarse and a little scratchy. He clears his throat. "I want to see," he says.

"I'll let you jerk off later," Zack says, and for a moment he lets himself think about Brendon coming all over Spencer's spanked ass.

"Now?" Brendon asks, gaze flicking between Spencer's cock, Spencer's face and Zack before looking down at his own erection.

"No," Zack says, with as much of a grin as he can manage when he's fully aware that Spencer is coming apart around them. "Do I look like a pushover? You can watch." He sees Brendon's hands twitch, and rolls his eyes. "If you can't keep your hands to yourself then I'll make you put your hands behind your back, Brendon."

Brendon watches him for a moment, eyes dark, and then very slowly, puts his hands behind his back, hands clasped together. He tilts his chin up, as defiant as Spencer was earlier, and Zack thinks, _what the fuck have I got myself in to?_ He waits until he can be sure none of what he's feeling shows on his face before nodding his approval.

"Go stand over there," Zack says, nodding toward the corner. It's far enough away that Brendon won't be able to reach out and touch, but close enough that he'll be able to see everything. Spencer, he realizes, needs that just as much as he needs to be spanked. "You need that, right, Spence?" he asks. "You want Brendon to see you like this."

Spencer nods jerkily once, then twice.

Zack swallows, trying to catch his breath. A quick glance from Brendon suggests that he isn't hiding how he's feeling quite as well as he would like to, but he doesn't much care. He tugs his shirt over his head but doesn't take his shorts off; he leans in to Spencer's ear again. "You make a mess of my pants," he says, "and I'll spank you again, okay?"

Something flickers on Spencer's face and Zack rolls his eyes. "That's not an invitation," he says. "You want me to spank you again after this, you ask. Don't fucking come on my pants."

"Okay," Spencer says, and Zack barely recognizes his voice. He's aware, somewhere in the depths of his brain, that what they're doing tonight is going to change everything, and that there's no coming back from revealing shit like the stuff that Spencer's revealing to them both right now. That Spencer hadn't meant them to know, that he'd have sex with his best friend and his security guy but he wouldn't come out and tell them _this_. Zack wonders if things will change now Spencer's secrets aren't that secret anymore.

Zack slides his hand around Spencer's wrist, and tugs him closer. Spencer stumbles over his own feet and bumps into Zack's chest. Zack rights him, hands on Spencer's biceps, and then he leans in and tilts Spencer's chin up with his finger. "Tell me your traffic lights, Spence," he says.

"Um," Spencer says. "Red, yellow, green."

"And right now?" Zack prompts.

"Green," Spencer says.

"Okay," Zack says, and slides his hand down Spencer's spine, feeling the line of his vertebrae beneath his fingertips. Spencer hisses in a breath, and Zack moves his hand even lower, slowing as he traces the curve of Spencer's ass. "Brendon's watching you," Zack says, in a low voice. His gaze flits to Brendon in the corner. "He can see how much you're getting off on this." He curls his hand around Spencer's dick, one slow tug. Spencer whines, and Zack smacks his ass.

"You like that," Zack says, but it isn't a question, even though Spencer nods his answer, _yes_. Zack smacks his ass again, and it feels so _loud_ over the hum of the bus engine. Spencer clenches his fists, and Zack hits him again, _three, four, five_. He leans around to take a better look; Spencer's skin is still pale, but there's a pink flush in places from where Zack's hand has made contact. Spencer's dick is so fucking hard.

Zack sits down heavily on the couch, legs spread. "Come lie on the couch, Spence," he says, and he pats his lap; Spencer is ungainly and uncoordinated and he ends up laying across Zack's lap with one hand up above his head and the other one trapped between his side and Zack's stomach. His dick is hard against Zack's thigh. Zack slaps Spencer's ass, too soft to count. "Legs apart," he says, and when Spencer complies he slides his fingers into the crease, rubbing his fingertip over Spencer's hole so that Spencer makes high, desperate broken-off whines in time with Zack's finger. "You really like this," he says, because he still can't quite believe that it's true.

Spencer doesn't say anything, so Zack smacks his ass again, lower this time so that it's almost a hit to Spencer's balls. He's never spanked a guy before, and never anyone who is as in to it in the way that Spencer clearly is.

"Answer me," Zack says.

Spencer draws in a breath. "Yes," he says. "So fucking much."

Zack brings his hand down onto Spencer's ass again, three more times. His fingers prickle at the contact, but he doesn't stop. He doesn't let himself think that if they do this again he'll have to get a paddle. Even though this is something secret and amazing that Spencer's shared with them, it's still just a one-off. Spencer's skin is pink. "You like that Brendon's watching, don't you?" he goes on, as conversationally as he can manage since he can feel how turned on Spencer is, how desperate, how needy. This, he thinks, is what Spencer wants. He wonders if he's ever been able to ask for anything like this before, or if he's ever asked and been given what he actually needs. Zack spanks him again, five more times. Spencer's breath is coming in tight, hitched, broken-off pants and Zack remembers what he said about wanting it to go on for as long as possible. "I said," he says, hand stroking across Spencer's reddened, flushed ass, "you like that Brendon's watching you, don't you?"

"Yes," Spencer says, in a choked voice.

"Brendon can't hear you," Zack says, and his eyes meet Brendon's. He's panting too, even though he's not the one being spanked, and he's not even touching himself. His hips rock forwards, into nothing. Zack wonders how long Brendon can hold out this time. He wonders how long _he_ can hold out, the desperate rocking of Spencer's hips against his crotch providing a heated, intense friction he's trying to deny. "Tell him so he can hear."

"Yes," Spencer says again, louder this time. "I wanted Brendon to see."

"And he can see," Zack says, palming Spencer's ass. Spencer hisses in a breath as Zack presses down on the flushed, pink skin, before lifting his hand up and bringing it down for another three hits, one after the other, quicker this time. "He can see how turned on you are, Spence." He's entranced by the way the flush spreads across Spencer's skin every time he brings his hand down for another smack, and his hand feels like it's on fire, a slow rising burn like charcoal on a barbecue. He wonders how Spencer's ass feels, and he wishes he had a fucking paddle. He's going to buy one as soon as they're done tonight, even if he never has occasion to use it or do this ever again. "You want him to see better, Spence, huh?"

Zack takes Spencer's whine as an affirmative, and he spanks him a few more times, careful not to concentrate on the same spot, spreading his smacks out so that Spencer's ass is pink all over. Then he palms Spencer's hip. "Up," he says, and Spencer's clearly confused but he complies, stumbling up onto his knees. Zack strokes at his ass, not gentle at all, listening for Spencer's hissed intake of breath as Zack deliberately works at the places he's spanked the most, rolling his palm across the reddened skin.

When he's done, and Spencer's panting, his hips rocking, Zack pushes Spencer's legs apart, just far enough so that he can slide his hand through Spencer's legs. He concentrates on squeezing Spencer's balls in the palm of his hand for a moment, still a little bewildered by the lack of hair, by the way they feel in his hand, shaved. He thinks about Spencer doing this to himself, just for _himself_ , and he has to swallow down a groan and physically stop himself from palming his own cock through his shorts. Never has he wanted to be naked so much before, but he doesn't give in. Spencer grabs Zack's shoulder to keep his balance, and Zack grins, letting go of his balls so he can reach up and circle his hand around Spencer's dick, drawing it back through Spencer's legs and trapping it between his thighs. He keeps a hold even as he urges Spencer back down across his lap.

Zack breathes a sigh of relief now that he doesn't have Spencer's erection rocking down against his own. He's going to hold off as long as Spencer does, and Spencer wanted it long. Zack can only imagine what it must have been like to want this for so long and never to have gotten it the way he wanted, so he holds off. If this is the only time this happens for Spencer he wants it to be just what Spencer wants, and judging by how hard he is, how breathless and desperate and quivering beneath Zack's touch he is, it's working for him.

Spencer's dick is trapped down against the couch now, flushed red and slick-wet across the tip. He's trying to rock his hips against Zack's lap so that he can rub his dick against the couch but Zack holds a hand to Spencer's ass so that he can't move. Spencer stifles a cry, but Zack doesn't let go, concentrating on the way Spencer's erection looks, dark and flushed and so fucking hard. It twitches as Zack runs his finger down to the tip. "Come over here," he says to Brendon, and beckons him closer, still palming Spencer's ass. "Come see how turned on Spencer is right now."

Brendon comes closer, and Zack can almost smell the heat coming off him in waves, the slow-build-up that Zack's pretty sure Brendon loves more than anything. Spencer wriggles in his lap as Zack's grip on him lessens, actually fucking panting as Zack rubs roughly at his ass, dragging his palm across inflamed skin as Brendon drops to his knees by Zack's feet, already leaning over to touch too, trailing his fingertips across Spencer's skin as Spencer tries desperately to catch some friction against his trapped dick, rocking into Zack's lap and trying to close his legs.

Zack thinks, _fuck_ , _I'm going to come before Spencer does_ and he tries desperately to think of things that aren't hot, but it's so hard when he has Spencer here in his lap, wriggling and turned on and desperate.

"Stay still," he says sharply, and delivers a hard smack to Spencer's ass, harder than any of the other times. Spencer whines loudly, but he stops moving, even though he's quivering beneath Zack and Brendon's hands. "This is supposed to be a punishment," Zack goes on, even though it isn't, and it never was anything but what Spencer desperately wanted and tried to hide.

"Sorry," Spencer manages, but Zack's not sure any of them get off on apologies. He ignores it.

"I thought you wanted Brendon to see you, see how turned on you are?" he asks, delivering a slap to the back of each of Spencer's thighs in turn.

"I do," Spencer says, quickly. "I do, I do."

"Then _show him_ ," Zack says. "Open your legs."

Spencer complies, legs open as wide as he can manage on the confines of the couch. He can only fit one knee on the cushions with his legs this wide apart, and he has to steady his other foot on the floor. They need a fucking _bed_ for this, Zack thinks, and he imagines sitting up against the pillows with Spencer laid across his lap, legs wide, Brendon crawling between them. He bites down on his lip.

"Brendon," Zack says, carefully, leaving a trail of light smacks across Spencer's ass so that Spencer whines and pushes up against his hand. "Brendon come kneel up here, in between Spencer's legs." There isn't enough room on the couch for the three of them but he's not going to let a thing like that stop him, not yet, anyway. "There, Spence," he says, conversationally, although he feels anything but conversational right now. "Brendon can see just how much you're getting off on this. That's what you wanted, right? Brendon to see?"

"Yes, _yes_ ," Spencer says, breathlessly. Zack spanks him again, his hand connecting with the same spot as he hits him a third and a fourth time. Spencer's breath catches and Zack wonders if he's crying, if it's too much.

"Traffic light," Zack says, trying not to break the mood. "Tell me your color, Spence."

Spencer's breath really does hitch this time, but he doesn't falter over his word. "Green," he says. "Still green."

Zack lets out a breath and before he's even given himself time to think about it, he brings his palm down on to Spencer's cock. The slap is unexpected and Spencer's whole body goes taut as he cries out, palms clenching into fists.

"Still green," Spencer manages a moment later, and Zack didn't even know he was holding his breath but he must have been, because it all comes out in a whoosh. He presses his fingertips into Spencer's ass cheek, five pale indentations, stark white against the flush of his skin. Spencer lets out a desperate, choked-off whine.

"Brendon," Zack says, sounding a million times calmer than he feels. "B, you want to play with Spencer's cock? See for yourself how turned on Spencer is at getting punished in front of you?" He palms Spencer's ass, adding in a smack for good measure. "That's right, isn't it, Spence? It feels good, doesn't it, Brendon seeing you like this?"

Spencer nods, desperation taut in every breath, every tensed muscle, the flex of his spine as Zack flicks at his ass with one finger. "Yes, fuck," he manages and Zack swears that if he didn't know it was Spencer speaking he wouldn't have recognized his voice. "Wanted this, fuck, wanted this."

"Go on, Brendon," Zack says, and when he looks back at Brendon, he sees that he's so turned on he's visibly shaking, his cock hard and flushed. Zack wants to blow him, right here, right now. "Touch him, see how much he wants this," he says instead.

Brendon nods quickly, not looking up from where he's staring at Spencer's cock. He licks his lips and Zack is suddenly overwhelmed.

"That what you want to do?" he asks, his mouth dry. "You want him in your mouth?"

Brendon's head jerks up. "Yeah," he says, and Zack nods.

"Go for it," he says, even though it's going to need a feat of engineering for this to work out. There just isn't room for any of this to work, not here on the bus where there's not enough space. He hasn't reckoned on Brendon being able to fold himself up like a pretzel, though, fitting in the space between Spencer's legs like it was made for him, curling into it so that he can splay the fingers of one hand across Spencer's ass, and circle Spencer's cock with his other hand. His gaze flicks up to Zack's, almost as if to say, _yeah, I'm doing this_. Zack is so fucking fond of this guy, honestly. Plus Brendon is fucking awesome, holding off like this and just _waiting_. Zack tangles his fingers in Brendon's hair. "Gonna fuck you so hard later on," he promises, and Brendon's eyes just get darker, if that's even possible.

"Yeah," he says, and then he leans down and licks at Spencer's cock. Zack thinks that it's probably really uncomfortable for Brendon, burying his face into the couch like that, but _fuck_ , it's hot. Spencer whimpers and tries to buck up, shiver after shiver running right through his body as Brendon takes the head of his cock into his mouth. He's obnoxiously loud about it, and Zack feels it right down to his cock, every single tiny sound that Brendon makes as he sucks at Spencer's erection. He doesn't let up, not for a single second, and Zack can feel Spencer falling apart beneath him, shuddering towards a climax that Zack can't wait for, and not just because he can't come until Spencer does. He wonders how Brendon does it, and once again he's overwhelmed by just how incredible he is for holding out like this, for holding on.

He can't exactly hit Spencer hard when Brendon's just _there_ , nose pressed up against Spencer's ass, mouth working on Spencer's cock, so he slaps him as gently he can on the fleshiest part of his ass instead, over and over until Spencer's restless and whimpering, unable to stop moving, babbling nonsense as Brendon takes him to pieces one moment at a time.

"Is this what you wanted?" Zack asks, even though he's not even sure Spencer can hear him anymore, his fists clenched in Zack's discarded shirt, panting desperately into the couch cushions and still trying to rock up against Zack's lap even though his cock is in Brendon's mouth. "Brendon to see you like this?"

"Yes, _yes_ ," Spencer pants, eyes closed, cheek rubbing up against the couch as he tries to hump Zack's lap. "Zack— _hit me_ , fuck -"

Zack can't breathe. It's not his orgasm and he can't fucking breathe. He jerks his hand down and smacks Spencer's ass and Spencer starts to come, just like that, still over Zack's knee, his cock still in Brendon's mouth.

Brendon makes a sound then, pulling away. There's come on his lip and his cheek and all over the fucking couch; Zack _can't breathe_. Spencer is a heavy, shivering weight across his knees and he needs to get his cock out right the fuck now. He can't exactly shove Spencer out of the way, but Spencer's exhausted, a dead weight, still panting into the couch with his eyes closed. His dick pulses, and Zack needs to jerk off _right the fuck now_. In the end, he shifts Spencer over so he can clamber to his feet, dropping his shorts even before he's had a chance to think about it. He's so fucking close; his pants have a damp, sticky mark from where he's leaked against the cotton, so turned on by them both that he hadn't been able to help himself. Zack cups Brendon's face in his palm, smearing Spencer's come across his lip and his jaw and he's wrapping his other hand around his dick without conscious thought, jerking himself off with Brendon's mouth dropping open beneath his thumb.

"Taste it," he says, offering Brendon his thumb smeared with Spencer's come, even though Brendon's already tasted it. He's already had Spencer's cock in his mouth, so it isn't like he's a fucking _innocent_ or anything, but whatever. Brendon licks at Zack's thumb anyway, and that's enough for Zack.

"Oh, _Christ_ ," he manages, and he can feel his orgasm hit him like a ton of fucking bricks. He starts to come and he shifts so that it hits Spencer's ass, striping the reddened, flushed skin from where Zack had just finished hitting him. It's probably still hot from Zack's hand. Spencer's watching him, eyes dark and skin pink, and when he curves his hand around Zack's calf, Zack fucking loses it, dropping to his knees and smearing his own come across Spencer's ass, the heat from Spencer's skin a tense, desperate reminder of what they've just done. It feels amazing. Zack lets out a breath and meets Spencer's eyes. "Okay?" he mouths, determined not to let on just how out of his comfort zone he is with this whole threesome _thing_ they've got going on.

"Yeah," Spencer says, his voice husky, and he manages a tired, embarrassed smile, resting his cheek on his arm. His gaze flits to Brendon and his cheeks warm. "B?"

"Oh fuck," Brendon says, brokenly, and Zack's suddenly reminded that Brendon's been waiting all this fucking time. "Oh _fuck, fuck_." He tips his head back against the wall, his hands clenched into fists. There's still Spencer's come on his face, and Brendon isn't jerking off. He's still not jerking off. He's still doing as Zack asked, even though it's clearly killing him.

Zack doesn't even hesitate, crossing the short distance between the two of them on his knees, pressing Brendon back against the wall and taking his cock into his mouth. Brendon lets out a desperate, keening breath and rocks up into Zack's mouth, hands on either side of Zack's head, holding him there. It's such a change from Brendon's natural submissive state that Zack's blindsided for a moment, choking around Brendon's dick and then he swallows down his confusion and sets about having Brendon fuck his mouth, loud and desperate and breathless. Zack likes the way it feels, his jaw aching and spit everywhere and Brendon _so_ fucking hot, heat rolling off his skin in waves. It's almost too much for Zack to bear so soon after coming himself, but he doesn't care because Brendon is grabbing on to him and holding him there as his hips buck up, and his dick hits the back of Zack's throat and Zack thinks, _finally_ as Brendon starts to come.

Zack swallows it down, one breath after another, not letting Brendon pull out until he's softening in Zack's mouth, hot and musky and _done_.

Brendon slides down the wall until he hits the floor, knees to his chest, head tipped back against the fridge door of their kitchenette. Zack sinks down onto the floor and watches him for a moment, before flicking his attention back to Spencer.

Spencer hasn't moved, ass still red, still just where Zack left him, come everywhere. The bus probably fucking stinks and there is come on the couch and all over Spencer and on Brendon's face and Zack doesn't know, probably on his face too.

Zack, for once, doesn't know what to say.

"So," Brendon says, after a while. "That was pretty awesome."

Spencer snorts and Zack starts to laugh and he covers his eyes with his hand. There's come on his thumb and he can't remember who it belongs to. His throat feels wrecked and his jaw aches and his palm hurts from spanking Spencer's ass. "I'm buying a fucking paddle," he says, without thinking about it, and Spencer twitches in surprise.

"Zack -" he starts.

"Fuck, I'm not saying we have to do this again," Zack backtracks, since for once in his life he's not entirely fucking sure what's going on and what it means and how he fits in with it all. "I want a fucking paddle, what the fuck ever."

"Dude," Brendon says. "Next time will you try it on me?"

Spencer reaches behind him to scratch his leg. "Me first," he says, and when Zack catches his eye Spencer's blushing.

"Is that what you wanted?" he asks, and he wraps a hand around Brendon's ankle, just to show he's not forgotten.

Spencer nods, cheeks pink. "Yeah," he says. "Just—yeah."

"Okay," Zack says, and he turns his attention back to Brendon. "You still open to being fucked later on?"

Brendon rolls his eyes. "Only if you both do it, one after the other," he says, and maybe he's joking and maybe he isn't, but what the fuck ever, Zack's not exactly going to say no. A quick flick of attention towards Spencer shows he's up for it too.

"Sounds like a plan," he says, turning back to Brendon, and Brendon's grin widens.

~*~

He doesn't move much in the last half an hour before the bus pulls up to the hotel. Spencer's flat out across the couch, half-asleep and half-awake all at the same time, not bothering to make any move to cover himself up. Zack can't take his eyes off his reddened, flushed ass and he knows as well as anyone that Brendon's just the same. Brendon's on edge and jumpy, moving around the bus like if he sits still he'll explode, and all it takes of that to drive Zack crazy is ten minutes. He's pulled his shorts back on because he's not _Brendon_ , and he's not Spencer either, too well-fucked to bother putting clothes back on. Zack's just _Zack_ , and clothes are meant for wearing, so when he backs Brendon against the fridge in the kitchenette, one hand on Brendon's side to keep him still, he's frustrated and pissed.

"Just stop fucking moving, B," Zack says. "You're driving me crazy."

Brendon nods quickly, jerkily. "Yeah, okay, no problem. On it -"

And Zack sighs, letting out a long breath and wishing Spencer was up to more than just sprawling across the couch and watching them from under hooded, half-asleep eyes. "Brendon," he says, softly, and Brendon swallows, not meeting Zack's eyes. "Brendon," he says again. "You want to try talking to us?"

"Nothing's wrong," Brendon says, and Zack rolls his eyes because Zack knows Brendon, he _knows_ Brendon, and he knows when something's not quite right, even if he's telling the truth and nothing's actually _wrong_.

"Okay," Zack says, because another thing he knows about Brendon is that Brendon isn't going to tell him what's going on in that stupid head of his, so the best thing to do is to just try it from another angle, see if he can't get inside Brendon's head a different way. "How about we talk about what just happened instead?"

"Do we have to?" Spencer asks, from the couch. He's propped himself up on one elbow, rolling on to his side and Zack sees the hiss of pleasure-pain as his ass bumps against the back of the couch. He can also see Spencer's shaved cock and fuck, now he's getting hard all over again. _Fuck_. Brendon's looking too, Zack can tell, and he presses his fingertips into Brendon's hip, reminding him that he's there.

"Yes," Zack says, because he's not one of those guys who constantly feels the need to discuss everything in stupid, minute detail all the fucking time, but he is one of those guys who doesn't want to see his fucking band implode in front of him because they're letting shit like this fester beneath the surface. He crowds Brendon back against the wall a little more, legs either side of him, trapping him there with one hand on his hip. Brendon's taut like a piano wire, vibrating off-key and ever so slightly weird. Zack rubs his knuckle across Brendon's skin and breathes slowly, urging Brendon to echo him, crowding him even further against the wall until Brendon lets out a breath all in one _oomph_ and lets himself fall forward and collapse against Zack's chest. Zack strokes at Brendon's neck and Brendon breathes hot and ragged against Zack's skin.

Spencer's watching them both, eyes narrowed, and Zack knows that he's still riding the endorphin high of being spanked like that, but there's something of the Spencer that Zack recognizes in his gaze, some of the smart, unhesitant mockery back in his eyes that Zack hadn't realized he missed.

"You ever done anything like that before?" Zack asks Spencer, still rubbing the back of Brendon's neck. Brendon's plastered against him, skin sticky-hot, his breathing still uneven and a little broken; Zack's not sure what it was about what they did that broke him into pieces like this, but he resolves to figure it out.

Spencer shrugs. Every movement he makes is lazy and languid; his earlier tenseness eased into something more fluid. "Not really," he says. "There was this guy who hit me when I asked him to but I think he was just in to the pain."

"Which you're not," Zack says, and he already knows the answer before Spencer shakes his head. Spencer wanted to be spanked in front of Brendon. "But how about you, Brendon? You into the pain?"

Brendon hides his face in Zack's neck, and Zack's reminded of the size difference as Brendon presses himself to Zack's chest, Zack dwarfing him.

"I like it when it hurts," he says, finally, and Zack tips his head back and looks at the ceiling for a moment.

"Okay," he says. "Good to know."

Spencer stretches on the couch, eyes bright. Zack really can't keep his eyes off Spencer's shaved cock.

Brendon rocks up on his toes and shifts, wrapping his arms around Zack's waist and resting his cheek against Zack's chest. "Do you have to shave every day?" he asks. "How come you do your dick but not your beard?"

"I like my beard," Spencer says. "And I like being shaved. If I'm at home I do it every day," he goes on, and Brendon shivers against Zack.

"But you're on tour," Zack says. "How do you do it on tour?"

"I don't always," Spencer says. "If there's a bathroom I'll do it there. I have shaving gel and shit in my kit. At the venue before we go on stage, if there's space."

"Wow," Brendon says, and Zack echoes that statement. He echoes it so fucking hard. "Did you do it today?"

Spencer shrugs. "Yeah," he says. "This morning. I like it smooth, that's all."

"Fuck," Brendon says, and Zack completely agrees. "Do you think it feels different? When you fuck me, do you think it'll feel different?"

"I don't know," Spencer says. "We'll try it later and you can see."

Brendon tilts his chin up. "You should shave before we do it, too," he says. "So you're all smooth and whatever." Zack thinks, _oh my fucking god_.

"You want to watch me do it?" Spencer asks. "You can watch."

Brendon swallows. "Yeah," he says. "Me and Zack will watch."

"Do you want to suck him off afterwards, too?" Zack asks, one hand in Brendon's hair. "You can if you want to."

Brendon nods, a pink flush to his cheeks. "Yeah," he says. "That'd be cool."

"Awesome," Zack says, and he checks his watch to see when they're due in at the hotel. They have about fifteen minutes, so Zack shifts Spencer's feet out of the way and sits down at the end of the couch. "Come kneel over me," he says, and Brendon obeys, clambering awkwardly over him until he's kneeling, cock already hard again. "We're going to make it so good for you," he says conversationally, taking Brendon's erection in his hand and stroking the underside of the head with his thumb. "Me and Spence, we're going to make it so fucking good for you tonight."

Brendon's head tips back. He rocks his hips so that his dick is moving in Zack's fist, until Zack grabs his hips with his other hand, effectively stilling him.

"Don't be greedy," he says. "You've got fucking hours to wait before we're going to let you come, so don't get enthusiastic just yet." He fondles Brendon's dick in his palm, reaching back and cupping his balls for a moment, and Brendon starts whining. "That's what you want, isn't it? For us to make you wait? I'm not reading you wrong?"

Brendon shakes his head. "That's, that's right," he says. "Make me fucking wait. Stop me."

"Just think about all the stuff Spencer and I can do before we let you come," Zack goes on, still lazily playing with Brendon's dick. "It's going to be awesome."

Spencer shifts on the couch next to them, kneeling up so he can lean in and press his mouth to Brendon's in a lazy, wet kiss. He's kneeling up, Zack realizes with a start, because he can't sit down. His ass is too red. Zack watches the two of them make out, so fucking comfortable in each other's space, and again he's reminded that the two of them are totally fucking dumb for not taking this outside of the two nights they've spent together as a threesome. He's going to get them together if it kills him, he thinks, because it's so fucking obvious to anyone with a brain that they're totally in love with each other. Brendon's hips begin to rock again, and Zack stops him by squeezing Brendon's dick, then slapping his erection with the flat of his hand, not hard enough to really hurt, but hard enough for Brendon to cry out against Spencer's mouth.

"We should talk," Zack says. "Before we get to the hotel."

"What about?" Brendon asks, warily.

"I don't know," Zack says, "maybe about how your safe word's purple and you didn't tell either of us you were out playing games. You want to tell us what kind of things that you like?" He thinks about the way Spencer opened his legs so that Brendon could see better, how he raised his voice so that Brendon could hear how Spencer wanted him to see. About the way Spencer's humiliation had wrapped itself around Zack like a blanket, a hot, desperate blanket, hotter than almost anything Zack's ever tried. And he's tried a lot.

"I—" Brendon starts. His shoulders drop a little, and Zack tries not to narrow his eyes. Whatever games Brendon played, they didn't go well, that much is clear. "She made me crawl around on the floor," he says. "Eat her out. She never talked to me."

Zack doesn't ask _who_. "Which parts didn't you like?" he asks, softly, because he can't imagine being stuck in the middle of something he hated and not being able to get out. The closest he's come is his ex-girlfriend who liked him to call her names as he spanked her, which got her off more than it did him, unlike Spencer's particular brand of humiliation, which seems to get them all off.

"She never—" Brendon looks a little lost for words for a moment, but then he tilts his chin up. "She didn't pay attention to me. I didn't like that."

"You like it when we pay attention to you?" Zack asks, privately resolving to ensure they both do just that for the rest of the night.

"Not always," Brendon says, hesitantly. "I liked it when you made me wait, earlier. Hanging on like that feels so good, when I want it so bad it hurts. But afterwards, you made it about me, and just then, and now -" he stops. "I like that. I want to be the focus."

"Always the frontman," Spencer says, but he's smiling and cupping Brendon's face in his palm. He nudges at Brendon's mouth with a kiss. "What else?"

"If you got a paddle," Brendon goes on, "I'd like that. Pain feels good."

Zack resolves to go out and buy one as soon as the fucking stores open in the morning, just in case they ever ask him to help out again in the future. "Got it," he says. "That's covered."

"I like it when you do all this hot stuff and don't let me join in, but you make me watch," Brendon goes on, and Zack thinks that asking Brendon to list what he wants might be one of the hardest things Brendon's ever done for him. Brendon never asks for what he wants, not ever. If he says he's hungry and wants tacos, he'll change his mind if someone else wants McDonalds, seemingly happy to acquiesce to whatever everyone else wants. Zack lets out a breath.

"I'll give you a list, okay?" Zack says. "I'll list stuff, and so will Spencer, and you'll yes, no or maybe it, okay?"

Brendon nods, dropping his gaze.

"Spanking," Zack says, to start.

Brendon nods. "I think I want it to _hurt_ ," he says, a little hesitantly.

"Bondage," Zack goes on. Brendon nods again, and keeps on nodding as Zack lists, "handcuffs, blindfolds, gags, ice, hot wax, being fucked, fucking, blowjobs, rimming -" Zack's running out of ideas. "Piss, humiliation." He shoots a glance at Spencer and when he says _humiliation_ Spencer's gaze skitters away, and Zack thinks, _fuck_ , _they really have to talk_. "Toys."

Brendon just keeps on nodding, and Zack is still no clearer to figuring out what's going to make Brendon fall to pieces like Spencer did an hour earlier. His gaze meets Spencer's, and Spencer leans in and presses his mouth to Brendon's temple.

"Tell us about your favorite porn, Bren," Spencer says, without dragging his eyes away from Zack's. "Tell us about porn."

"There's one where they all come on his face," Brendon says, slowly, and Spencer's eyes darken at that. _Interesting_ , Zack thinks.

"You want to be the one we come on?" Spencer asks, and when Brendon nods, Spencer drags his fingers down Brendon's cheek. There's still dried come on his cheek and Brendon hasn't cleaned up. Neither has Spencer, Zack realizes, checking Spencer's ass. Fuck, these two.

"Fuck, yes," Brendon says. "There's this other one, too, where there's a guy in a cock cage and everyone else has sex and makes him wait. Afterwards they finger him and then they let him out and make him come."

Zack raises his eyebrows. "A cage?" he asks.

Brendon shrugs. "I like it when you make me wait," he says, and Zack nods, _okay_.

Zack's watch beeps a reminder that they're due in to the hotel, and Zack squeezes Brendon's cock. "Time to get dressed," he says. "We're due in."

Brendon nods his head, and Zack's left surreptitiously watching Spencer as he tries to find the loosest pair of clean-ish pants he can to make the trip from the bus into the hotel. "You sore?" he asks.

Spencer shrugs. "A little," he says. "It's kind of good, though. A reminder." Zack rolls his eyes, and when Spencer walks by, he slaps his ass.

"That's a reminder," he says, and Spencer lets out a ragged breath.

"Do it again," he says, and Zack does, because he can't not, and Brendon watches them both with dark eyes.

"Come on," Zack says, because inside are _beds_ , and space for them all, and showers and somewhere for Spencer to shave and fuck, there is just all of this stuff that they've been hiding from each other all this time and it feels like too much.

~*~

In the elevator, Brendon slides his hand into Zack's, just for a moment, squeezing. He looks straight ahead and won't meet Spencer's eyes. "I trust you," he says quickly to them both, and then just as soon as it starts, it's over.

 _Fuck,_ Zack thinks, because that's a fucking huge responsibility to bear. _Fuck, fuck, fuck_.

~*~

Zack has his own room down the hall that he's supposed to be sharing with one or other of the techs. He doesn't even unlock it, following Brendon and Spencer into their room instead. If anyone wants to figure out where he is and make a big deal over it, he'll figure that shit out later. There are people around this time, unlike the last time when Brendon and Spencer had tried to hump in the hallway, grinning like they were smart and not annoying. This time he unlocks the door with a keycard that's scuffed at the edges, and then they're inside and he's dumping the bags in a pile off to the side and letting the outside world disappear behind the closed door.

"So," he says, because the three of them are just standing there, looking at each other. Brendon's vibrating again, unable to keep still even when he's not going anywhere, and Spencer looks awkward and unsure for the first time. "You want to shave now, Spence? Get ready for Brendon to blow you afterwards?"

"Oh fuck," Brendon says, in a high voice, and then he's tripping out of his clothes even before Zack finishes speaking.

Spencer just nods, and Zack watches as he pulls off his shirt before carefully pushing his pants down over his sore ass. Brendon's watching too, and Zack can't help it. He toes off his sneakers and tugs off his shirt and crowds Spencer towards the wall until he's standing there with his ass on show. "Fuck, your ass," Zack says, running a hand down Spencer's back. He strokes his fingertips across Spencer's ass, enjoying the way that Spencer groans and pushes back against his hand. "You liked that so much, didn't you, Spence? Brendon seeing you like that? Spread wide open and begging for more? Begging to be spanked."

"Yes," Spencer breathes, hands on the wall to steady himself, _"yes_."

"He liked watching you too," Zack goes on, carefully sliding his fingers into the crease of Spencer's ass, running his thumb over Spencer's hole. "He liked it when you kept spreading your legs for him to see, didn't you, Brendon?"

"Yes," Brendon manages.

"Was it humiliating for you?" Zack asks, still rubbing his palm over Spencer's ass. "Brendon seeing you beg to be punished?"

"Yes," Spencer grinds out, rocking back against Zack's hand.

"And how'd that make you feel?"

"Good," Spencer says. "Really good."

 _These two_ , Zack thinks, _are going to be the death of him_. "Brendon," he says, "come over here and touch Spencer's ass."

Brendon complies easily, coming over and insinuating himself into the gap between Spencer and Zack. He runs his hands over Spencer's ass and Zack reaches around him to keep a hold of Spencer's hips and keep him still.

"He knows you like to shave, too," Zack goes on. "He knows you do it just for yourself. How's that feel, Spence, knowing we both know?"

"Fuck," Spencer gasps out, because Brendon's reached around and curled his hand around the base of Spencer's cock.

"You kept it a secret for years," Zack says, and even though he doesn't really believe it, he says, "a dirty little secret, and now we know it. We both know it. How does that make you feel?"

"Ashamed," Spencer says, leaning back against Brendon, "and hot. Really hot."

"But sexy ashamed, right?" Brendon asks, a little cautiously. "Not like, real shame."

Spencer presses back against Brendon's dick. "I wanted you to see me like that," he says, and Brendon's breath hitches. He nods.

"And what else do you want?" Zack asks Spencer, one hand stroking at Brendon's side, feeling the way his skin quivers beneath his fingertips. "What else do you want Brendon to see you do?"

"Shave," Spencer says, breath catching as Zack crowds them all closer to the wall, and Zack can only imagine what it feels like to have them pressed so close to his sore ass.

"Okay," Zack says, taking a step back. He wraps an arm around Brendon's middle, taking him with him. He cups Brendon's dick in his palm but doesn't do anything else, just waiting, and Brendon leans back against him and tilts his chin up, trying to meet Zack's eyes. Zack's other hand strokes the underside of Brendon's jaw. Spencer's left facing the wall, legs spread, ass still pink and flushed. "Go get your kit, Spence," he says. "We're going to watch you."

Spencer nods a little jerkily, and goes over to his bag. He bends over, fumbling with the zip, and comes back with a small square bag with a key ring attached to the zipper. "Got it," he says, standing back up again.

"Bathroom," Zack says, and nudges Brendon forward. Brendon doesn't need telling twice and they push open the door to the too-small bathroom, crowding in so that the three of them fit inside. There's a large-ish shower cubicle, a wide, flat sink and a square tiled floor that doesn't exactly leave them much room to move, especially with the toilet in the way. Spencer hovers hesitantly by the door, his shaving kit in his hand.

"We can see that you're hard, Spencer," Zack says. "We know you're getting off on this." He sounds kind of fierce but he doesn't feel it: Spencer looks genuinely nervous.

"Traffic light," Brendon says, quickly, before Zack says it. "Check in. I'm green. Zack?"

"Green," Zack says.

"Spencer?" Brendon asks, a trace of hesitancy in his voice.

Spencer lets out a breath. "Green," he says, and edges past them to get to the sink. He unzips his case carefully, and takes out a pair of nail scissors, a razor, a tiny round tin, a tube of cream that Zack doesn't recognize and a can of extra sensitive shaving gel.

Zack leans over and runs his hand down Spencer's back, stroking his fingers over the length of his spine. "You ever think about this?" he asks. "Shaving yourself and having someone watch you?"

Spencer doesn't turn around; he straightens up his kit so it's all in a row and doesn't look up. "All the fucking time," he says, in a low voice, and something twists in Zack's gut, unexpected and hot. Brendon shivers.

"You think about us watching?" Zack asks. "Or having someone find out your secret?"

"Both," Spencer says. When he turns around he's so fucking hard, and he's already hairless and smooth. He's _already done this today_. Zack doesn't think he's ever actually going to get over this.

"Do you get hard?" Brendon asks, eyes fixed on Spencer's dick. "When you do this normally, does it get you hard?"

"Every time," Spencer says, and his voice sounds rough already, rough and a little broken and Zack thinks, _these guys_. Doing this all alone for so fucking long.

"Do you jerk off, after?" Brendon asks, still not looking up. "Does it make you come?"

Zack swallows down a choked-off groan, because _fuck_. He remembers Spencer talking about doing it before he went on stage. About him doing it all this fucking time, all by himself, and none of them ever knowing.

"Yes," Spencer says, and his face is red and embarrassed.

"Dirty," Brendon breathes, "so fucking dirty," and Zack slides a hand down between them and rubs his finger over Brendon's asshole. He'll show him fucking _dirty_. Getting fingered watching Spencer shave his cock, that's fucking dirty. Spencer getting off on it, that's even better.

Brendon leans forward so that Zack can get a better angle, shifting his weight so he can spread his legs a little and rest his hands on the wall of the shower cubicle. He gets a better view of the sink this way, Zack thinks, and makes Brendon bend over properly so that he can spit on his fingers and slide them over Brendon's hole.

"Go on," Zack says, to Spencer. "Show us what you do." His own heartbeat is loud in his chest as he promises Brendon fingering later; for now he's content to rub his spit-wet fingers across Brendon's skin and hear him whimper as Spencer turns on the faucet and wets his razor. He wets his hand and then closes it around his dick. It takes less than a moment to get himself all wet and Zack is really fucking loving this. All of this time Spencer has been keeping himself smooth and shaved and he looks _amazing_.

Spencer uncaps the shaving gel and squirts a little on to his palm. It's a clear gel until it foams up and Spencer waits a moment before rubbing his palm across his crotch and his dick and his balls.

Brendon is actually whimpering as Zack rubs his finger over his hole. "Want to get closer, B?" Zack asks, once he realizes what it is that Brendon wants. "You want to see better?"

Brendon nods quickly, shooting a pleading look at Spencer.

There's no need, Zack knows. Spencer has clearly been getting off to the fantasy of having someone discover his secret for a long time now, and when Zack urges Brendon onto his knees on the mat in front of Spencer, Spencer lets out a desperate, pleading whimper, and rocks his hips forward. His dick brushes the tip of Brendon's nose, and Brendon stays perfectly still.

Zack leans in and touches at Spencer's jaw with his hand. "Bet you've been wanting this for years," he says, "someone to find out. Haven't you?"

"Yes," Spencer manages. He grabs the handle of his razor, knuckles white as he steadies his grip.

"Did you ever leave the bathroom door unlocked in case someone walked in?" Zack asks, running his hand down Spencer's side.

Spencer's face is red with embarrassment, with humiliation, and with something Zack suspects is desperate excitement. Spencer tries to hide his face in Zack's shoulder, and Zack lets him, stroking his fingers into Spencer's hair. "Tons of times," Spencer admits, into Zack's skin, and Zack thinks, _fuck_. He looks down and Spencer's jacking himself off, using the shaving gel as lube and Brendon has some on his face already. Zack's dick jumps.

"What did you do, Spence?" Zack asks, in a soft voice. "Tell us the things you did when you thought about someone walking in on you. About one of us walking in on you."

Spencer is panting into Zack's shoulder. "I'd jerk off right by the door," he says. "One time I knelt down with my ass to the door and just jacked off on the floor."

 _Christ_ , Zack thinks. His brain is actually on fire. Determined not to let it show on his face he reaches over and curls his hand into Brendon's hair. Brendon looks up to meet his gaze, and his eyes are so fucking dark it's stupid, mouth fallen open, cheeks pink. They're all so fucking gone over this it's ridiculous.

"What did you imagine us doing when we caught you?" Zack asks, and Spencer's hips buck.

"You'd spank me," he says, breathlessly, and Zack knows that Spencer would never, ever have asked for them to do this of his own accord, to be here, to hear this. This was his fantasy, his most secret fantasy and Zack had unlocked it and he wasn't sure how they were supposed to go back from this when Spencer had nothing left he had to hide. How could they figure this out when Spencer had revealed everything and the rest of them, nothing? Zack was aware of the burden of responsibility that was his and his alone. Brendon couldn't be relied upon to be honest about how he was feeling and what he wanted or needed, and Spencer, given the opportunity, would keep everything locked up like a fucking bank vault.

"Do we do it there and then," Zack asks, "or do we take you back into the room where everyone can see you? Where everyone knows what you get up to when you're on your own and that you need punishing for it."

Spencer whines, his face pressed up against Zack's neck and Zack knows that this is it, that _this_ is Spencer's secret, this is the fantasy that gets him off.

"Can you imagine," Zack goes on, "if I'd walked in and found you jerking off onto the floor, and then taken you out into the green room to spank you?"

Spencer pants breathlessly into Zack's neck, and Zack keeps his hand in Brendon's hair, making him watch.

"Would you have wanted Brendon to see you like that?"

Spencer nods a _yes_ into Zack's shoulder and Zack has to swallow a couple of times to catch his breath.

"He can't hear you," Zack says. "He can't hear you because you're not looking at him."

Spencer shakes his head, and doesn't move.

"Spencer," Zack says, sharply. "Stop jacking off and fucking look at Brendon."

There is shaving foam everywhere, all over Spencer's arm and his stomach and his hand and even Brendon's face. Spencer whines as he drops a hold of his dick and his face is bright red as he slowly turns to look at Brendon.

Brendon's watching him with wide, bright eyes and Zack wants to give Brendon everything he needs but he still doesn't know quite how to do that. He hates that he doesn't know. He'd prided himself on knowing.

"Tell him," Zack says. "Tell him you wanted him to see you like that, spanked in front of everybody."

"I want that," Spencer says, and his voice catches as he tilts his chin up, defiant even now.

"Want _what_ ," Zack prompts. "Tell him, Spence."

"I get caught jacking off," Spencer says, "and I've just shaved." It's a recitation of a fantasy, Zack realizes, and he is going to fucking come. He bites down hard on his lip to stop himself from grabbing his dick and whacking one out, right here, right now. "I'm on my knees and Zack pulls me into the room and you're there, and I'm begging Zack not to spank me but I want it, I really want it, and I want you to see, Brendon. I want you to see more than anything. Zack shows you my dick and then he spreads my legs apart and spanks me, B, and he makes you watch. I want you to watch."

Zack actually cannot breathe. Spencer is shaking and Brendon just looks a mess, kneeling on the bathroom floor like he couldn't get up even if he wanted to.

"I'd watch," Brendon says, shakily. "I'd fucking watch."

"How would you feel, Spence, knowing that Brendon was watching?" Zack can't help himself. Spencer is on the edge of falling apart and this might push him over but Zack can't help himself. He asks.

"Dirty," Spencer says, his voice wrecked. "Ashamed. Fucking amazing. So fucking hot."

Zack gives in and reaches down, grabbing his own dick to keep himself from coming. He's still wearing his shorts and that's okay, he doesn't need to be naked like Brendon does. It isn't a part of this for him like it is for Spencer, who clearly needs people to see him naked like this. "Brendon wants to see you shave," he says, after a moment. He wonders if he sounds as wrecked as Brendon and Spencer do. "You should do that for him, Spence."

Spencer's still shaking as he reaches for the razor and Zack lets out a breath and grabs his hands. He's getting shaving gel everywhere, flat and sticky and running down his wrist. "B," he says, and he lets go of one of Spencer's hands so that Brendon can take it in his. He runs his fingers over the inside of Spencer's wrists and waits while Spencer tips his head back and tries to get a handle on his breathing.

"It's okay," Brendon says, and he presses his mouth to Spencer's arm. "It's okay to want what you want, Spence, you don't have to feel ashamed of it."

Spencer shudders, and Zack can feel it run through him too, right down to the ground. Zack lets out a breath.

"You think you're the only one of us getting off on this?" he says. Spencer squeezes his hand, just for a moment, but doesn't look at him. Brendon still has his mouth pressed to the inside of Spencer's wrist. "You honestly think that me and Brendon don't think this is the hottest fucking thing anyone's ever told us?"

Spencer meets his gaze, eyes wide. "I-" he shrugs his shoulders helplessly. "No?"

"Fuck that," Brendon says, sharply. Zack wants to laugh. He kind of wants to laugh hysterically, which is maybe because he's stuck in a bathroom with Brendon and Spencer and a fuck-ton of shaving stuff and they're all so fucking hard Zack doesn't even know what to do with himself.

"Yeah," Zack says. "You've seen how hard we both are, right?"

"No," Spencer says, and he's trying for pointed, looking down at Zack's shorts and raising an eyebrow but his skin is still flushed red, all down his chest like the embarrassment is spreading.

"Fine," Zack says, exasperatedly, and he pushes down his shorts and drops them on the floor, kicking them over towards the door. His dick springs up, free of its confines, and Zack jerks it just to try and ease a little of the discomfort from being trapped so long. "See?"

"I see," Brendon says, with his attempt at a lascivious wink. It falls a little flat and Zack laughs, unable to help himself, and Spencer does too. Brendon makes a face, and the tension is eased, just enough so that it doesn't feel like they're all on the edge of coming and not forgiving themselves.

Zack lets out a breath. Navigating this is even harder than he anticipated and it's even harder when he's finding stuff burning hot that he hasn't even considered before. The kind of humiliation that Spencer's clearly in to is new to him, but it's obviously hitting all of these kinks that he'd never even thought of before. "We're here to watch you shave," he says, finally, and Spencer waits a moment before nodding.

"Okay," he says, and Brendon shifts. His knees must be killing him, kneeling on the tiles, but he doesn't complain. Zack remembers him saying, _I like it when it hurts,_ and tries not to get stupid-hard again.

Spencer squirts out more shaving gel onto his palm and smoothes it over the base of his dick and his balls. He takes a hold of his dick in one hand and the razor in the other; in a slow, careful movement he runs the razor down towards his erection, then again, and again. Zack realizes he's not even breathing, he's watching so hard, and when Spencer shifts his dick to the right so he can shave that side, Zack has to swallow hard before he can speak.

"Every day?" he asks. He sounds hoarse.

"Sometimes twice," Spencer says, without looking up. He moves his erection so that it's leaning to the left so that he can shave the other side, and then in a complicated move that probably requires practice, he traps his dick up against his stomach with the inside of his wrist, taking a hold of his balls in the palm of his hand so he can stretch the skin a little and shave over them with his razor. Zack shoots a sidelong glance at Brendon; he's watching Spencer with fierce, devoted attention and Zack spares a moment to consider how good the two of them would be together, how they could make this a _thing_ , how it could be good for both of them. He shifts his gaze back to Spencer, and watches as Spencer runs his hand over his cock and balls, smoothing the remaining shaving gel over its length, feeling for any spaces that he's missed. He was smooth enough before he started shaving, Zack thinks, he hasn't missed a spot. Still, this feels like a ritual, and Spencer's ritual at that. It's enough that it's a thing for him and Zack still feels like he can't breathe as Spencer repeatedly rinses the razor in the sink before shaving another stripe of skin.

Spencer's skin looks so fucking smooth and even Zack wants to press his face to it, rub his cheek across Spencer's crotch just to feel how soft it is against his face. Brendon wants it more, though, judging by the naked, desperate want on his face and Zack remembers his promise to let Brendon suck Spencer off now that they're done. He watches as Spencer smoothes part of the remaining shaving foam away with a damp palm and one of the complimentary hotel face cloths, the razor resting on the edge of the sink as he finishes up.

"You want to blow him yet?" Zack asks, and his voice maybe sounds a little croaky, but what the fuck ever.

"Can I?" Brendon asks, looking up at him, and Zack wonders if Brendon's always going to want to wait until someone offers him the opportunity to do what he wants. He doesn't know how to strike that balance between letting someone take control and letting people know what he wants them to take control _of_.

"Yeah," Zack says, and he meets Spencer's eyes as Brendon bats Spencer's wet hands out of the way and takes the head of Spencer's dick in his mouth. Most of the gel has gone, Spencer having rinsed it away with the damp face cloth, but there's still some around the base of his cock, and Brendon smears his fingertips across Spencer's skin, the remaining foam going everywhere as he mouths at the head of his erection. Zack can only imagine what it feels like to touch Spencer when he's just shaved, when he's so soft and inviting and clean.

"You can touch too," Spencer says, kind of shyly, and fuck, Zack is in way over his head.

"Fuck this," he says, because anything else just wouldn't be him, and he touches at Spencer's stomach with the palm of his hand, dragging his hand downward until he encounters soft, damp skin beneath his palm and Brendon's fingers tangling with his. Spencer's breath is coming in dry, desperate pants.

"How's that feel, Spence, knowing we know?" Zack asks, curling his fist around the base of Spencer's erection and trying not to come as he feels Brendon's mouth bumping into his fist as he sucks Spencer off. He can't not look down; he can't know that Brendon's mouth is stretched open around Spencer's cock and _not_ look. When he does look down, Brendon's got his eyes closed; he's still running his fingertips over Spencer's smooth, smooth skin, but he's doing it all by touch alone, and Spencer's loving it, staring down at him with heat in his cheeks and fire in his eyes. "Spence," he prompts.

"It feels—" Spencer swallows, breath catching over and over. "It feels— _humiliating_ ," he says, but his eyes shine at that and when he meets Zack's gaze it's clear he's not saying that like it's a bad thing. "It's humiliating."

"And that's what you like," Zack says, softly. "You like being humiliated, Spencer. You like people to find out all your dirty little secrets. You want to be punished for them. You want to be spanked for them."

Spencer's panting again, fists clenching and unclenching at nothing as Brendon continues to blow him and Zack keeps whispering to him, everything he's found out and everything Spencer's been desperate to hide for so long.

"You want all of that, don't you, Spencer?" Zack goes on, and Spencer nods over and over, his eyes screwed shut, and Zack gives up trying to hide how turned on he is. "You want us to know all of your dirty secrets. You want us to find you jacking off on the bathroom floor." He wraps his hand around his erection and starts to jerk himself off and seriously, he'd start to consider what the fuck was his life if it wasn't for the fact that this is without a doubt the hottest night of his whole entire life.

"Yes, yes, _yes_ ," Spencer gasps, and Zack strokes Spencer's neck with his other hand, letting Spencer tilt his head back into his grip as Zack jerks himself off.

"Are you going to come?" Zack asks, breathlessly. "Are you going to come thinking about how much you love how this feels?"

Spencer's breath is choked-off and desperate. "Yes," he manages, and Zack shakes his head.

"We _know_ ," Zack says. "Both of us know how dirty you are." He glances down, and remembers Brendon's hesitant story about the porn he liked where they came on his face. "Brendon, stop sucking him off and let Spencer jack off on your face."

Brendon makes a tight, broken whine as Spencer jerks back, his cock sliding out of Brendon's mouth, spit everywhere.

"He's going to come on you," Zack says, because he's figured out how much Brendon loves a cock in his mouth, and it's a _lot_. "Spencer's going to come on your face and tell you what happens when we walk in on him jacking off on the bathroom floor."

Brendon whimpers, and his hands fall uselessly in his lap. Zack can see how much Brendon wants to jerk off too, but he doesn't, he avoids touching himself even though he's breathless and desperate and his hips are rocking.

"You can still touch Spencer," Zack says, because Brendon needs to be touching something, he needs to be doing _something_ , and Brendon complies recklessly, dragging his palms up Spencer's legs until he's stroking the soft, smooth skin at the base of Spencer's dick, cupping his balls even though Spencer's desperately jacking off. "Spence," Zack says, sharply. "Tell him. Tell him what happens when we find you, how we find you, what you're doing -"

"I'm in the bathroom at the venue," Spencer says, breathlessly, and makes a half-swallowed sound that could be a sob. Zack checks but Spencer's eyes are bright. "I go in and I make noise and I don't lock the door. I don't tell anyone I'm going in because that way you might just walk in and not expect me there."

Fucking _hell_ , Zack thinks. This is what falling into pieces feels like.

"I shave standing facing the door," Spencer says. "I don't have to take off all my clothes but I do." Zack has no idea how much of this is fantasy and how much is reality. He doesn't care, because this is the inside of Spencer's head. This is what he tells himself when he wants to get off and it's burning, filthy hot. "When I'm done I kneel down on all fours on the floor with my ass facing the door. I spread my legs and start to jerk myself off. It's not dirty enough -"

Brendon fails to stifle a whine, and Zack watches him for a moment, stricken by how desperate Brendon looks, shivering and wide eyed and panting even though it isn't his orgasm, not yet, not for a while yet. Brendon meets Zack's gaze and Brendon is on _fire_. Brendon's loving this, and that's even hotter for Zack, conscious of how little it turns out he knows about the inside of Brendon's head.

"It's not dirty _enough_ ," Spencer repeats, fucking up into his fist. "I start to finger myself and then the door opens and it's what I thought I wanted but it's not, it's not, oh fuck, it's you two and I've got my fingers in my ass and I'm naked."

Zack actually cannot breathe, he's so turned on. He cannot imagine anything hotter in the world than finding Spencer like that and he wonders briefly if this is a thing Spencer would be willing to act out with him and Brendon, if Spencer might like that, if that might work for them. He lets himself, just for a moment, imagine that there is a _them_ that isn't just this night and the last time, that there might be _more_. It's a fantasy, his own fantasy, since he knows how Brendon and Spencer feel about each other and he knows that he doesn't fit into that, but the fact that they have tonight is going to be enough for him, this momentary blip aside.

"What happens then?" Brendon asks, desperately, "Spencer, fuck, _please_." He is waiting, Zack realizes, waiting for Spencer to come on him, and oh _fuck_ , the realization is hot and kind of incredible.

"You tell me you need to punish me," Spencer says, and he's looking at Zack like he knows how much Zack likes that part of this, like he knows that spanking Spencer earlier was one of the hottest, sexiest things he's ever been a part of, but the moment passes before Zack can get a handle on it because Spencer is flushed red and breathless, working his cock. "You take me out into the green room and the door is unlocked and anyone could walk in, but it's just you two and you tell me you're going to punish me for being so dirty -" he is, Zack notices, burning red with embarrassment and humiliation. " _Dirty_ ," he says again, and Zack is so close to coming he can barely even see straight.

"Brendon," he says, shortly, trying not to groan, "are you ready?"

Brendon's eyes widen, like he didn't know that Zack was going to come on his face too, but when Zack just raises his eyebrow, Brendon lets out a ragged breath, eyes shining. "Ready," he says.

Zack just nods. "Spence, what happens _then_ ," he manages, because he wants Spencer to come first but he's not sure he can hold off much longer.

"I'm telling you I don't want to be punished but I do," Spencer says, breathlessly, "I really _do_. I want it so bad, Zack, I want it so fucking bad."

"I know," Zack says. "I know you do. Brendon knows too. What happens then?"

"Then you put me over your knee, Zack," Spencer says, and now he won't look at either of them, at Zack by his side or Brendon on his knees in front of him, and Zack wonders what it feels like to want something this desperately and to crave this kind of shame. "Brendon's watching you spank me."

"And you," Zack says, because he is approximately ten seconds from coming and it feels like a freight train is about to crash right into him, "what do you want to do?"

"Open my legs so that Brendon can see better," Spencer says, gasping for breath as he pants towards his own orgasm, hips rocking up, stomach clenching. "Want Brendon to see everything, see how turned on I am by wanting to be punished." He chokes off a cry and starts to come; it hits Brendon's cheek, and his temple, and his lips. Brendon's mouth falls open, wanting more, but Spencer's too far gone to try and aim and the rest hits Brendon's jaw and the corner of his mouth. Zack was only waiting for Spencer to come first; it's easy to give in and let go now he doesn't have to hold off and wait. He slides a hand into Brendon's hair, about to nudge Brendon into facing him and not Spencer, but he doesn't need to, because Brendon's ready, his mouth already open, watching him with dark eyes.

"Jesus, _fuck_ ," Zack says, and then he's coming too, so hard it feels like his knees are going to give out.

Afterwards, when he's done and he can open his eyes again, he sees Spencer slumped back against the edge of the sink, not looking at either of them. Zack thinks, _oh, shit_ , and without thinking about it, wraps an arm around Spencer's shoulders, tugging him into a one-armed hug. He expects protestation, but Spencer comes easily, pressing himself to Zack's chest and hiding his face in Zack's shoulder. He's shaking, Zack realizes, and he keeps a closer hold on him, unwilling to let him go. He reaches for Brendon, not wanting him to be left out, but when he looks down, Brendon's smeared their come across his cheek with his palm. Zack can't tell whose is whose.

"Christ, _Brendon_ ," Zack says, breathlessly, and even Spencer sneaks a look at that, still red-faced and embarrassed and shaking, but pressed to Zack's side like Zack can protect him from his own shame at what he gets off on. _Fuck_ , Zack thinks. They're so fucked up.

Brendon is defiant but unmoving, chin tilted up. "I like it," he says.

"Yeah," Zack says, unable to take his eyes away from the smeared come on Brendon's face. "We do too."

"Fuck," Spencer says, softly, and Zack lets out a breath, wondering how they're going to reconcile tonight with who they are the rest of the time.

"Come on," Zack says, nodding towards the bedroom, and he doesn't let go of Spencer as he helps Brendon to his feet, cock still hard, come still smeared across his cheek. The two of them don't touch and Zack wonders how deliberate that is, whether they're pressing themselves to Zack's sides and not to each other for a reason. He doesn't let himself think about it too much as he's still reeling from the biggest fucking orgasm he's had in forever, so he just kicks his discarded shorts out on to the floor of the bedroom and takes possession of one of the two beds, letting Spencer flop down next to him and curl into his side and Brendon slide into his lap. Brendon, he remembers, hasn't come yet and he's humming with a strange, tense awareness that is ill-matched to Spencer and Zack's lazy languor. He wriggles in Zack's lap, clearly trying to get comfortable, and if Zack wasn't still riding the crest of a wave from his last orgasm he'd be hard again.

Spencer slides his hand up Brendon's thigh. He is still, Zack thinks, desperately embarrassed and not in the fun, sexy way he'd prefer. Spencer won't meet either of their eyes, and Zack thinks, _no_. He curls his hand into Spencer's hair, tilting his chin up so that Spencer can't help but meet Zack's gaze. He's defiant and embarrassed and trying to be fierce, and Zack lets out a breath.

"Don't," Zack says. "Don't do this. Don't try and hide. We _know_ , and we think it's hot. You don't want anything that isn't okay, Spence."

Spencer's gaze skitters away, fingertips picking at a spot on the sheets. "I never told anyone any of that," he says, in a low voice.

"We know that," Brendon says, and he covers Spencer's hand with his own. Spencer flinches a little but Brendon, to his credit, doesn't pull away. "We _know_ , Spencer."

"All that stuff," Spencer says, with difficulty, "it was all fantasy. It wasn't real."

Zack tries to tell himself that offering to try and make it real isn't the most helpful thing he could suggest right at this point. He just can't get over the mental image of him and Brendon discovering Spencer like that, desperate and out of control and theirs to punish.

"It was stupidly fucking hot," Brendon says, fiercely, and Zack knows that Brendon was just as much a part of what just happened as they were, even though he didn't get to come like they did.

"It was humiliating," Spencer says, tightly.

"And it's okay to get off on that," Zack says. Fuck, they have to talk. They have to talk properly. This is too close to being screwed up for him to be happy; they have to figure this out so that Spencer doesn't want to crawl into a hole every time he fantasizes about this stuff and thinks about being humiliated.

"It's _weird_ ," Spencer says.

"I want someone to spank my cock," Brendon says, sounding a little breathless, "so don't think you've cornered the market on being totally fucking weird, Spence. I'm coming up right behind you."

That manages to drag a laugh out of Spencer, his shoulders relaxing a little as he lets out a breath.

"We're going to talk," Zack says, sliding his fingers through Spencer's hair so that he lets out a soft groan, letting his head fall back. "After this is done, we're going to fucking talk."

"Do we have to?" Spencer goes red. "Haven't we discussed my weird fucking fantasies enough for today?"

"Never," Brendon proclaims. His voice still sounds a little rough. He is still fucking wriggling, and it is driving Zack crazy.

"Brendon," Zack says, and Brendon tries to stop moving, Zack _knows_ that he tries, but he's still on edge, tension spilling out of him in waves. " _Brendon_ ," Zack says, sharper this time, and Brendon stills, hands clenched.

"I can't -" he says, raggedly. "Zack, _please_."

Zack runs his hands down Brendon's sides, knuckles grazing his skin. Brendon breathes loudly, unable to keep still, and Zack moves a little lower, sliding his hand across Brendon's hip and down to his cock, bumping up against the flat plains of his stomach.

"You meant what you said?" Zack asks. "You want someone to spank your cock?"

Brendon shrugs. "Slap it, I don't know. You did it before, and -" he stops, swallowing a ragged breath as Zack starts to play with the head of Brendon's cock, rolling it between his fingers. "Fuck," he says. "Please, _please_. I want that."

Zack presses his mouth to Brendon's shoulder for a moment, trying to get a handle on what Brendon's asking him to do. He knows about spanking asses, he's done that before. Cock slapping is something he doesn't know that much about. "Are you going to stop me if it hurts too much?" he asks, since he can't necessarily trust that Brendon will tell him if he's doing it wrong, especially if he thinks it's making Zack happy.

"Yes," Brendon says, quickly. "Anything."

"Have you done it before?" Zack asks.

"No," Brendon says, shaking his head. "Only when you did it earlier."

"If it hurts too much you can say your safeword or one of the traffic lights, okay?" Zack says, because he prides himself on making sure everyone knows where the escape routes are. "Tell me what they are."

"Purple, red, yellow, green," Brendon chants.

"Okay," Zack says. "Tell me what you want. Like Spencer did earlier," he clarifies, since Brendon looks confused. "How hard, how long, what do you want me to do."

"So that it stings," Brendon starts. He looks down at his dick. "I think I like it when it hurts."

"How long do you want me to do it?" Zack prompts, since Brendon isn't giving him anything to work with here.

"A while," Brendon says. "I don't know. A few minutes."

"Pauses in between?"

"Yeah," Brendon says. "It's better if I can't anticipate the smacks." For a second, Zack is reminded that Brendon has in fact done something like this before. He has a safeword they didn't create between themselves.

"Okay," Zack says, and thinks about it for a moment. "You want me to do it to you when you're on all fours, or when you're like this?"

"What's the difference?" Brendon asks, sitting up and making a face.

Zack doesn't really know. "It might hurt more like this," he says. "I'll get Spencer to hold your cock still and then I'll smack it. It's going to sting. If you're on all fours I guess I just it hit around a bit."

"Huh," Brendon says. "Both?"

Zack rolls his eyes. He knew that was what Brendon was going to say, but somewhere along the line he'd like it if Brendon knew what the fuck he wanted.

"Hey," Brendon says. "I told you a _thing_. I told you I wanted you to hit my cock, stop giving me that look."

"What look?" Zack asks, since he's relatively certain he didn't actually say any of what he was thinking out loud.

"The _I'm tired of you Brendon, just fucking pick something already_ look," Brendon says. "I'm not a fucking idiot, you know."

"Bren, I -" Zack starts, since that was kind of what he was thinking but the way Brendon says it out loud makes it sound about a million times worse. He lets out a breath. "I want to make this good for you," he says, finally. "I want to give you what you want, okay. I'm just trying to figure it out. Don't get pissed."

"I'm not pissed," Brendon says, sitting back against Zack's chest. His hand, Zack realizes, is in Spencer's, and Zack wondered when that had happened and how he'd missed it. _This is it,_ he thinks. _This is how it goes from here on_. Brendon sighs. "I don't fucking know what I want, okay? I'm figuring this shit out too and the last times I did this it fucking sucked, okay, and I didn't actually have to fucking _work_ with her when we were done, so stop giving me a hard time."

Sometimes Zack forgets how fucking hard Brendon works to fit in with everyone, and how he's just as fucking screwed up as the rest of them. "Sorry," Zack says, ducking his head to bite at Brendon's shoulder. "I didn't mean - I just want it to be good for you, Brendon."

"I know," Brendon says. "But just don't get mad if we have to try this stuff out first, okay? I don't _know_."

"Sure thing," Zack says. "Sorry."

"Stop apologizing and slap my dick, okay," Brendon says, and he smiles a little hesitantly.

"On it," Zack says, and he feels like a prize shithead for making Brendon feel like crap. He settles Brendon back in his lap and stretches his legs out alongside Brendon's. He grabs Spencer's hand and makes him hold Brendon's dick still. Spencer rolls his fingers across the tip of Brendon's dick and presses it down against Brendon's stomach. Brendon isn't exactly the largest of the three of them and Zack presses his fingers together. "You ready?" he asks.

"As I'll ever be," Brendon says, a fine, desperate tension stretching across his skin. Zack meets Spencer's eyes over the top of Brendon's head; Spencer is still flushed and embarrassed but at least he is looking at him. They're so close, Zack realizes, so close to just falling apart and not being able to put themselves back together again. He feels like fucking Humpty Dumpty.

The first slap is loud in the quiet of the room. Zack has hit with his fingers, not his palm, and the sting starts as warmth in his fingers and spreads as a tingle across his hand and down his arm. He wants a paddle for this, too, but he's not sure you can get paddles for jobs like this. He needs to spend more time on sex store websites, fuck. Brendon reacts like he's been shocked; his whole body shudders, his hips rolling up. He tips his head back against Zack's chest. His hand is clenched in Spencer's again, and Zack still didn't see it happen.

"Okay?" he asks.

"Do it again," Brendon says, a little hoarsely. "Fuck, that stings."

Zack does, hitting him with the flat of his fingers again. It's not as satisfying as he thinks it would be if he used his palm, but he's still slapped hard. Brendon digs his hand into Zack's leg, panting through the pain. His knuckles are white where he's squeezing Spencer's hand.

"Holy _shit_ ," Brendon says. "Fuck, this hurts."

"Color," Spencer says, sharply, and Brendon turns to face him, mouth falling open.

"So fucking green you wouldn't believe," he manages, and Zack tries to imagine what Brendon's feeling right now. He can't; he has no frame of reference for what it must feel like for pain to translate into something _good_. The closest he's got is when Spencer bought that fucking Taser, and withstanding that much pain was kind of exciting, but only in a _look how much I can stand_ kind of way, and definitely not in a _fuck, do it again, enough of this and I'll come_ kind of way.

Zack uses his palm this time, two quick slaps, one after the other. Brendon writhes in his lap, panting and gritting his teeth and yet he doesn't say _stop_. He says, "Zack, _please_ -" and Zack realizes how much of a thing this is for Brendon, how tightly connected his reaction to pain is to how turned on he is. His hips rock up and Spencer's having trouble keeping a hold of Brendon's cock.

"Brendon," Spencer says, sharply, and he swats at the head of Brendon's cock with his palm. "Stay fucking still when Zack's spanking you, okay?"

Brendon whines, his chest heaving, but he stills, letting Spencer rub the heel of his hand across the head of his dick, holding it still against his stomach. He's clearly concentrating so hard on staying still, his muscles tensed and twitching, that he is obviously surprised by the three stinging slaps that Zack applies to his balls in quick succession.

"Fucking, fuck, fuck, oh _god_ -" Brendon babbles, and he's digging his fingers into Zack's leg so hard that Zack knows he's going to have fucking bruises for days. He doesn't care. It feels like he's getting just a taste of how Brendon's feeling right now, and while he's not getting off on it the way Brendon clearly is, the pain feels kind of good. He feels sort of _strong_ for withholding it, which is weird because he's not the one getting his balls slapped, but whatever. If Zack tried to analyze what was going on with the three of them this evening then he would have no fucking clue where to start, but he's fairly sure that his particular response to this one thing wouldn't be the most pressing thing on the list. "Do that again," Brendon begs. "Please, please, feels so good, Zack. _Please_."

Zack can't actually turn down Brendon when he sounds like that, so fucking desperate and turned on and even _surprised_ by how he's reacting to this. Zack wants to be the person that helps Brendon figure out his shit, and if Spencer's going to have to figure out how to fix this feeling for Brendon in the future then Brendon needs to know what he's going to have to ask for. "You like it, huh?" he asks, but Brendon's barely listening, he can tell. It's not like Spencer, who needs what they say almost as much as he needs what they _do_ , with Brendon it's about how he feels, and how he's reacting. Zack concentrates on alternating between slapping his balls and the base of his cock and Brendon's babbling slows into something else, something different.

The shift is instantaneous, between one smack of Zack's palm and the next, and suddenly Brendon isn't rigid in Zack's lap anymore, he's relaxed and much less tense, still panting loudly, his breath ragged, his chest heaving, but without the rigid desperation of a few seconds ago. His grip has loosened on Zack's leg, and when Zack glances down to where Brendon's hand is in Spencer's, his knuckles aren't white and drawn anymore.

"Keep going," Spencer says, to Zack. "Don't stop."

Zack has never actually seen this happen to anyone before and he's of two minds about whether to stop, because he doesn't quite get what it means for Brendon to let go and give in like this and relax in to being hurt like Zack's doing to him over and over.

"Is he going to stay no if it hurts too much?" Zack asks, palm closed over Brendon's balls.

Spencer leans over and presses a kiss to Brendon's mouth. Brendon takes a second to respond, and Spencer licks across Brendon's bottom lip before speaking. "Traffic light?" he asks, and Brendon swallows, his throat working.

"Still green," he says, and he sounds hoarse and a little thick and very unlike Brendon. There's a heaviness to the way he's speaking, almost like he's half-asleep. He shifts so that his cheek is pressed to Zack's chest, and he touches his mouth almost lazily to Zack's skin. "Still green."

"Fuck," Zack manages, because this is incredible. Brendon is languid in his arms, cock still hard and flushed and slick across the tip. Spencer is thumbing his slit and Brendon's hips rock up in an easy rhythm of his own making. When Zack starts to slap him again, Brendon reacts differently, still panting raggedly but with a sort-of halfway removed lack of attention that is kind of half-amazing to watch, half-terrifying to be in charge of. "You want him in your mouth?" he asks Spencer, after a minute. It's not that he doesn't want to spank Brendon any more but he can't do this right now. It feels like Brendon's checked out and this isn't on any of his lists of things that are okay. If they were ever going to do this again he'd spend some quality fucking time breaking down what was and what wasn't okay in these circumstances, but as it is, he doesn't know, so he'd rather just stop.

Spencer nods. "Yeah," he says, looking down at Brendon's reddened, flushed cock and his equally flushed balls. Zack wonders if he'll have left marks.

"Go on, then," Zack says, showing Spencer the way by moving his hand. It still stings, tingling from the spankings he's administered and if there were a next time he would have a fucking _kit_ , but as it is, he's going to get a paddle anyway, just in case there's ever a time in the future when this kind of thing comes around again. It'll still feel as good to him if it's not Brendon and Spencer he's working on, anyway. Probably.

Spencer scrambles into the gap between Brendon's legs, and buries his face in Brendon's groin, wrapping his mouth around Brendon's cock with enthusiastic ease. It's so easy a move that Zack wonders how many cocks Spencer's sucked before this one, before them, and his dick jumps a little at the thought of Spencer sucking cock. Brendon's enjoying every moment of Spencer's mouth sliding up and down his dick, and Zack runs his hands up and down Brendon's chest to feel how excited he is beneath his fingertips. He strokes his fingers up until he's touching Brendon's collarbone, and then his throat, and Brendon is tilting his head back without Zack having to even suggest it, and Zack is ducking down and pressing his mouth to Brendon's.

Kissing is not something that Zack spends too much time on, in the grand scheme of things, and Brendon is half-concentrating on something else - on Spencer's mouth, _fuck_ , - but he's still kissing Zack back. Zack lets out a breath he didn't know he was holding and kisses Brendon again, harder this time, and Brendon breathes heavily against his mouth and holds on to his shoulder as Zack kisses him.

"Gonna," Brendon says, in between desperate breaths, and Zack realizes he's batting Spencer away from his dick with his hand. "Gonna come," he says, "stop, Spence, _stop_."

Brendon puts his head back against Zack's shoulder and pants, eyes closed.

Zack lets him rest there, for a minute, then urges him up. "On to your hands and knees," he instructs, nudging him down the bed. If it had been Spencer he would have had him do it so that his ass was facing Zack, legs apart, but this is Brendon and he doesn't need that the same way Spencer does. "Across the end of the bed, there," he says, and shows Brendon that he wants him to position himself at the end of the bed so he's side on to where Zack's sitting.

As Brendon shifts, movements a little clumsier than maybe Zack's used to seeing from him, all Zack can see is the way that Brendon's dick is so fucking hard. Even after having his dick slapped he's still so fucking turned on, and that, Zack thinks, is totally fucking _amazing_.

"You okay?" he asks Spencer, who's wiping his mouth and looking dazed. He watches as Spencer sits back on his heels and winces; his ass must still be sore.

"Yeah," Spencer says, a little breathlessly. "What are you going to do to Brendon?"

Zack shrugs. "Slap his cock around a bit, if he stays still long enough. If he can hold off and not fucking come."

"On it," Brendon says, breathing loud and obviously measured. His voice still sounds kind of thick, but not in the same not-there way it was a few minutes ago. "Give me a minute."

"You want that?" Zack asks. "Or have you had enough of spanking?"

"Never," Brendon says, and he shifts so that he's looking at them both, Zack and Spencer, and even though his eyes are really fucking dark, he looks more like the Brendon that Zack knows, smiling slowly even though he's just had Zack spank his cock, which is almost but not quite the weirdest thing that Zack's ever been asked to do. "Just give me a minute to think non-sexy thoughts."

"Naked old people," Spencer suggests, and Zack can't take his eyes off Spencer's mouth, which has just been stretched around Brendon's cock. Every now and then he thinks about how weird it is that they're doing this, how not normal it is that the three of them are secluded in their hotel room finding out new and dirtier ways to take each other apart. "Uh—Glenn Beck. Sarah Palin. George Bush."

"Listing Republicans isn't all that much help, Spence," Brendon says, letting out a slow, careful breath. "You try trying not to think about you sucking me off and Zack, uh, spanking me, and see how quickly you can bring yourself back from the edge, and then we'll talk."

"You okay, buddy?" Zack asks, since there had been a moment there where Zack had been half-convinced that Brendon had checked out, and he's like, _heard_ of that but never seen it happen.

"Yeah," Brendon says, after a moment. "That was -" he stops. "That felt incredible."

"We got that," Zack says. He holds his hand out and runs his thumb across Spencer's bottom lip; he wonders whether if he kisses Spencer he'll taste Brendon's dick on Spencer's mouth. He doesn't try it. "But—at the end there, what the hell was that?"

"Fuck," Brendon breathes. "That was—I felt like I was flying. Like before, it just hurt, oh fuck, it hurt so much and that was _good_ , but how much it hurt was all I could think about. Then it stopped, I don't know. It still hurt but it was like—not at the front any more. I was fucking _buzzing_."

"So," Spencer says. "Good, then?"

"Fuck, yes," Brendon says, fervently. His voice still sounds thick to Zack's ears, and his eyes are so fucking dark it's ridiculous, but he's back with them, Zack knows. Now that he's happy Brendon's actually okay, he can let himself think about the way Brendon just relaxed into him with something more than fear and unease; he can start to think about how hot it was, how incredibly, intensely hot that he could help take Brendon to this other, amazing place.

"Good," Zack says. He rolls his shoulders, eager to take away some of the stiffness that's come about from too much fucking spanking. He'd never have thought that was something he'd have to worry about. "You want more?"

"Always," Brendon says, and Zack nods.

"Okay," he says, "but you'll have to wait."

Something gleams in Brendon's eyes. "Yeah," he says, and he shifts his arms a little further apart, clearly trying to get comfortable.

Zack stands up, and disappears into the bathroom for a minute. He clears up a little, straightens Spencer's shaving kit, and flushes the toilet. He gets himself a glass of water, and one for Spencer too. Coming out, he hands the glass to Spencer and then goes back in to the bathroom to refill the one he's used with water for Brendon. When he comes back out, he fumbles in the pocket of his duffel and comes out with a McDonald's straw, still in its paper casing. He breaks the casing and then proceeds to hold the glass out for Brendon to drink from. Brendon finishes the drink in seconds, and Zack asks, "Another?"

"Yes," Brendon says, nodding. "Please."

Zack ignores the warm flush that skirts across his skin at Brendon saying _please_ to him. It's nothing, he thinks, not worth thinking about, but he fills Brendon's glass too full the second time, and some of it splashes on the sheets. _It's nothing_ , he tells himself, and stares at the pile of their duffels and bags on the floor instead, taking a moment just for himself.

"Done," Brendon says. "Thank you."

It's that feeling again, a second's flush of pleasure that he wants to ignore and can't. When he looks up, Spencer's watching him, and there's something about the familiar smirk that suggests that Spencer thinks he knows something. Zack rolls his eyes. "Stop it," he warns, even though it's kind of a relief that Spencer's recovered enough from his earlier embarrassment and humiliation to at least pretend like everything's just the same.

Spencer waggles his eyebrows. "Are you going to make me?" he says, and Zack wonders when they started having this kind of relationship, this kind of easy flirting that stems from familiarity and not just from being turned on. It's the kind of thing that he associates with long relationships, and he's never had that with any kind of one-night-stand before, but then he's never done this kind of thing with people he actually counts as good friends outside of taking their clothes off.

"Come up here and say that," Zack says, rolling his eyes again for good measure. He dumps Brendon's empty glass on the shelf by the TV and beckons Spencer closer. Spencer complies easily, sliding off the edge of the bed and presenting himself in front of Zack. "You two," Zack says, shaking his head. He slides one hand roughly along the length of Brendon's spine, starting at his neck and ending at his ass. It's easy enough to palm each of his ass cheeks and then slide his hand even lower so that he can circle his fist lazily around Brendon's dick and his balls, fondling them without paying too much attention to what he's doing. Brendon whines and rocks back into Zack's hand; Zack slaps his ass with his other hand. "Stop that," he admonishes, and Brendon stops, even though it's with reticence and a bitten off groan.

"What about _me_?" Spencer says. His dick is hard again, Zack notices, hard and flushed and standing proud.

"Aren't you tired of being the center of attention tonight, Spence?" Zack says, slowly. He's rewarded by Spencer turning his face away, a dull red flush spreading across his cheeks. "I take it that's a no." He's still fondling Brendon's dick in his fist and it feels good just to lazily play with it without urgency.

"No, I—" Spencer starts, but then he stops, turning back to face Zack and tilting his chin up. "No," he says, more clearly this time. "I like it when it's about me."

"Even when it's supposed to be about Brendon?" Zack asks, running his fingertips across the slick tip of Brendon's dick.

"I like it when it's about both of us," Spencer says, decidedly, and Zack likes that too, so he takes a hold of Spencer's dick in his other hand. He has them both in hand now, and he can't deny that he really fucking likes the way that makes him feel. He squeezes them a little, and feels the different way they respond, Brendon trying to keep still, his movements jerky, Spencer a little easier, the familiar smirk he's wearing translating into the way he rocks his dick up into Zack's fist.

"Spencer," Zack warns.

"What are you going to do?" Spencer asks. "Punish me?"

"Don't tempt me," Zack says, and he concentrates on rubbing his thumb over the slick tip of Brendon's cock. "I'm not going to fucking punish you, Spence, just because you try and rile me into it. Ask me if you want me to fucking spank you, okay?"

Spencer flushes. "Okay," he says.

"Good," Zack says, and loosens his fist a little so that Spencer can fuck it. "Gotta fucking _ask_ me for what you want, okay? I'm not a fucking mind reader and I'm not here to try, got it?"

"Got it," Spencer says, a little breathless as he keeps fucking Zack's fist. Zack tries to echo his rhythm in his other hand, jerking Brendon off, but there's a reason he's not out on stage playing an instrument. Rhythm isn't his strong point.

"So," Zack says. "What do you want? We've got a while until Brendon's going to get his cock spanked, so." He feels a weird frisson of excitement as he lets that sink in; this whole night he just got to spank the two of them and fuck, if he doesn't want to do it again already.

Spencer is still looking a little flushed but Zack can't tell if it's because he was harboring a plan to rile Zack into spanking again or if he's just hot and bothered about getting his dick jerked. "To make out," Spencer says, after a minute.

"Brendon's got to keep still," Zack says, somehow a little disappointed even though he _knows_ how Brendon and Spencer feel about each other. Brendon whines, but Spencer just shakes his head.

"Not with him," he says. "Not just now, anyway. With _you_." and Zack tries desperately to keep his expression clear. He doesn't know if he manages it. The curve to Spencer's mouth suggests that he hasn't, but whatever.

"With me?" he asks, keeping his voice neutral. "You want me to stop jerking you off and start kissing you instead?"

"Yep," Spencer says, tilting his chin up. "And I want you to let me touch Brendon's cock, too."

Brendon really does whine at that, whine and press his hips back into Zack's hand. Zack lets him, because seriously, after everything that's happened tonight, being asked to make out feels like it's coming straight out of left field. Zack shrugs, and lets go of Spencer's erection. "Okay," he says, and Spencer lets out a breath and presses himself to Zack's side, cock jutting into Zack's thigh. It feels, Zack thinks, kind of stupidly hot to be this close to him, and he relishes the contact. He wraps his arm around Spencer's back, holding him even closer, and loosens his grip on Brendon's dick so that Spencer can tangle his fingers with Zack's around Brendon's erection.

Brendon hisses in a breath.

"You okay, buddy?" Zack asks.

"Yes," Brendon says, breathing a little ragged. "Make out loud, okay. I wanna hear even if I can't see."

Spencer's fingers tighten around Brendon's dick, and then, even before Zack's had a chance to think about it, Spencer's mouth is on his and Spencer's other hand is curling around Zack's neck, tugging him down so that Spencer doesn't have to reach up.

Zack's taken by surprise, which he hates, but he's willing to let it go this time because it's Spencer's mouth on his. Spencer is groaning into the kiss, and it's because Brendon wants to _hear them_ , and oh fuck. Zack drops all pretense at holding back and kisses Spencer back, loud and wet and hard so that Spencer whines against his mouth. His cock is so fucking hard against Zack's leg and he's rocking up against him, rubbing off against Zack's thigh. Being humped by his band isn't exactly high on his list of things that get him off, Zack thinks, but there's something about the disparity between the way Spencer's concentrating so hard on kissing him and the unconscious way Spencer's humping his leg that's driving Zack wild.

Neither of them are particularly working Brendon's cock, but Brendon's whining anyway, slick and hard in their tangled fist, and Zack's not going to let this moment slide by without giving it his all. He tightens his grip on Brendon's erection and kisses Spencer even harder, moaning a little so that Brendon's dick jerks in their hands. Zack's conscious of how long Brendon's had to wait, and how close he came to coming before, so he tries to keep a handle on how long he and Spencer make out for. Brendon's amazing, but they have to let him come at some point, and he can feel how tense and on edge Brendon is in every staccato movement he makes. Regardless of how much he's liking having Spencer kiss him like this, urgent and hot and messy and spit everywhere, Brendon's nearing the edge, Zack can tell. He pulls away from Spencer's kiss.

Spencer complains, trying to get close again, but Zack just kisses him quickly, a swipe of tongue. "Brendon's turn," he says, and Brendon whimpers. "Go over and make out with him or come on his face or something," Zack instructs, urging Spencer around the end of the bed.

"Sure thing, boss," Spencer says, rolling his eyes.

Zack smacks him on the ass. "Stop mouthing off to me, Spence," he warns, because Spencer's itching for something bigger than the kinds of things they've done already this evening, he can tell. He's pushing Zack for something that he's not willing to ask for, and Zack's not having that. He can't. "It's not the way to get what you want."

"Okay, okay," Spencer says, but he's mulling over what Zack's just said, he can tell. It's weird because Zack _knows_ that Spencer wants to be humiliated and then punished as a result of it, but Zack doesn't want to be in a situation where he's so pissed at Spencer's bad behavior that he's _driven_ to punish him. He's not sure that's what Spencer wants either; if anything had come out of their earlier sessions it was that Spencer's fantasies were about how he got off on a particular kind of shame, but Zack wanted to be careful in distinguishing between real, desperate shame and the kind of humiliation that got Spencer off. Spencer's fantasies were just that, fantasies, and Zack wanted to be careful about how he created that feeling of shame in Spencer. It wasn't that Zack didn't find it hot - oh, _fuck_ , Spencer's desperate need to be humiliated is one of the hottest scenes that Zack's ever gotten involved in, and he would fucking _kill_ to build on that for him - but he sure as fuck doesn't want Spencer to _drive_ him to it. The idea of being so mad or frustrated or desperate that he engendered that kind of humiliation in Spencer for real makes Zack's toes curl, and not in a good way.

"You want me to set something up, a fucking scene or whatever, Spence, I'm good for that," he says, in case Spencer needs more than what Zack's already told him. "But I'm pretty sure you don't want me to be mad for real, Spencer."

Spencer nods, but he's still thinking, Zack can tell.

"A scene?" Spencer says, finally. His hand is on Brendon's shoulder, and Zack thinks, _ah_.

"Yeah," Zack says. "Like you said in the bathroom. If you want me to find you whacking off and drag you in here to punish you in front of Brendon, we can do that. We talk about it first, we set it up and we do it and we all get off. You want a particular scene and you don't ask for it? It's not going to go down the way you've got it in your head. For any of us."

"I don't want -" Spence starts, red-faced.

"You do," Zack says, because if there's one thing that Zack knows about all of this secret shit of Spencer's that's come out tonight, it's that Spencer's been getting off to it by himself for a very long time.

Spencer ducks his head a little. "Okay," he says. "Scenes, okay."

"Okay," Zack agrees, and fuck, they really have to talk. They all have to talk really fucking badly because it turns out they're all so fucking screwed up over what's going on in their heads that finding an outlet is turning out to be just as difficult as keeping it locked up inside. He's well aware that given the opportunity, Spencer will lock tonight up in his head and pretend it never happened rather than deal with what Zack and Brendon know about him, and Brendon will just go on as normal, preferring to keep their relationship the same rather than risk it by changing things that work fine just as they are. Zack's going to have to be responsible for making sure they actually talk about shit rather than just hide it away, and that isn't actually his favorite job in the world. He's fairly sure that seeing his band self-implode because they were too ashamed of the things they'd gotten off to together would be just about the worst thing ever, though, so he's willing to shoulder the responsibility. Never let it be said that Zack doesn't square up and face whatever life is going to throw at him.

"B?" Zack asks, running his fingertip along the curve of Brendon's ass. "You ready for another round?"

"Fuck, yes," Brendon says, breathing still a little ragged.

"You've done really well, Brendon," Zack says, dropping slowly to his knees on the floor by the bed. Spencer's doing the same at the other side of the bed and Zack's fairly sure that he's opted for the making out option of the two that Zack had given him, at least at first, and that works for Zack too. Seeing the two of them make out is going to end up being one of his favorite things, he can tell. Brendon's quivering with excitement and tension and Zack is kind of overwhelmed, he can't lie. "You're so good at holding out," he says, because Brendon really fucking is, and because when Zack says things like that to Brendon, Brendon's pleasure is obvious in his reactions, in the way he presses back into Zack's hands and the way his breathing catches and he whines as Zack leans in and takes the head of Brendon's cock in his mouth.

He'd fucking wanted to do that all night, and when Brendon cries out, Zack thinks, _oh my god_ , and mouths at Brendon's slit with his tongue. The heat and the _taste_ and oh, fuck, Brendon's going to come. Zack does not want to pull away, but he does, and before Brendon's even had a moment to right himself, Zack slaps Brendon's cock with the back of his hand.

"Fucking _hell_ ," Brendon manages. It feels different, this time around. Before, Brendon's cock had been held in one place by Spencer's hand; now if anything the pressure is lessened because Brendon's cock moves with Zack's hand. It's almost mesmerizing, if he's honest, but instead he just meets Spencer's eyes over Brendon's ass. Spencer's cupping Brendon's face in his hands, talking at him, telling him to breathe through it, leaning in and pressing his mouth to Brendon's cheeks.

It is, Zack thinks, the closest he's seen the two of them, and his heart clenches a little at the sight. The way they are with each other, how close they are and how much the two of them are in this together. It's with a mixture of envy and fondness that Zack backhands Brendon's cock again, twice in a row, once with each hand.

"Oh _fuck_ ," Brendon says, in a high, tight voice. "Fuck, fuck, that hurts. Fuck. Do it again."

Zack finds himself flicking the underside of the head of Brendon's cock with his finger. He does it five times and Brendon's panting by the end of it, and Spencer's talking at him in a low voice, hands in his hair. Zack doesn't feel like an outsider because he never feels like an outsider with these guys, but he's suddenly very much aware of how the two of them have something with each other that he'll never get to share, and sometimes he finds himself wanting in at the most inopportune moments.

Instead, he teases at the vein in Brendon's cock with the tip of his fingernail, just scratching, and Brendon bucks up, babbling, "Fuck, fuck, fuck, fuck, fuck, _fuck_ ," against Spencer's mouth.

"You like that, huh?" Zack asks, and does it again. Brendon thrashes a little, and Spencer's left shushing him, stilling him with hands to Brendon's shoulders. Brendon hides his face in the crook of Spencer's shoulder and Zack waits a moment before going in again, this time slapping his cock with the palm of his hand. Brendon can't keep still anymore and he's bucking up into Zack's hands and whimpering into Spencer's shoulder as Zack hits him again, fingers open. "Ask him his color, Spence," Zack says, because he's half-convinced that Brendon's actually crying.

Spencer cups Brendon's face in his hands and presses a kiss to Brendon's mouth. "Color," he says, softly, and Brendon shakes his head quickly.

"Don't stop," he says, voice catching. "Not red yet."

He's close, though, Zack can tell. He's almost at his limit and Zack really doesn't want to be the guy who tips him over the edge into somewhere he's not having fun anymore. Brendon's already been there, and Zack won't take him there again. He nods at Spencer, because that's what Spencer's telling him too, eyes bright.

Zack runs his nails lightly down the underside of Brendon's cock before circling his fingers around the head. Brendon isn't even making words anymore, just desperate, choked-off noises, and when Zack leans in again to take Brendon's reddened, flushed cock in his mouth, Brendon makes a pleading, bitten-off cry and tries to fuck Zack's mouth. His cock must fucking sting like a motherfucker, Zack thinks, trying to be careful with his teeth. He can't be that careful because Brendon's movements are unmeasured and desperate and Zack can hear the soft murmur of Spencer's voice but it's too low for him to catch the words. He doesn't even want to, because he's got Brendon's dick in his mouth and he's sucking him off and fuck, he wants this so much. He wants to make Brendon come like this. He squeezes Brendon's balls with his other hand, nails grazing the pale, sensitive skin and Brendon whines, pushing back and dragging his dick across Zack's teeth. He's so close, Zack can tell, but he doesn't want Brendon to come because Zack fucking loves sucking cock when it's like this. He fucking _loves_ it. He gives in and just lets himself suck Brendon off, his neck and his jaw starting to ache from the angle way before Brendon's going to give in and let himself come.

Zack wonders what it's like, riding the crest of an orgasm for so very long before giving in to it. He can't imagine it; with him, there's no coming back from the edge. If he's going to come, he's going to fucking come, and that's it. He doesn't have the self-control that Brendon seems to have, or desire to.

Brendon is so close, Zack can tell. His muscles are shaking and he's whimpering and pushing back into Zack's mouth and he needs this, he _needs_ to come. Zack takes as much of him into his mouth as possible, and breathes around him as much as he can; he rubs his fingertips at Brendon's balls, short, blunt fingernails scratching across his skin and that's it, that's as much as Brendon can take and he's coming. Zack works to swallow all of it, but it's difficult because Brendon won't keep still. He collapses down on to his elbows and Zack's left sitting back on his heels and wiping come off his chin and his mouth. Brendon's still coming on the sheets, hips bucking. When he looks up, Spencer is watching him with dark eyes, and Brendon is sprawled across the bed, Spencer's hand in his, hips still rocking, even now.

Zack rolls his eyes, and ignores the way his dick is totally fucking hard right now. He curls his hand around Brendon's waist, and tugs him up; Brendon is limp and shaking and clings to Zack with a sharp intensity that Zack hadn't actually expected, and Zack finds himself stumbling back onto the bed with a heavy, boneless Brendon attached to him. It isn't like this is the first time he's ended up with Brendon in his arms - Brendon is Brendon, after all, and desperate for affection even when he's not actually aware that's what he's seeking out - but it's not like it happens much when they're both fucking _naked_. Zack can't figure out a way to say, _hey, wouldn't you rather cuddle Spencer right now_? without coming off sounding like a shitty human being again, so he gives in to it, trying to get comfortable on the pillows when it means shifting Brendon as well as him. Brendon is no help, either, plastered to Zack's front and still trying to get his breathing under control, his forehead damp and shiny with sweat, so Zack just gives it up and considers himself resigned to having Brendon in his lap, hot cheek pressed up against Zack's chest. He did so well, and lasted so long that Zack can't help himself; he ducks his head and presses a kiss to the top of Brendon's head.

Brendon makes a soft, breathless kind of a noise and wriggles even closer, if that's even fucking possible. Zack rolls his eyes, just because, and when he looks up Spencer is fucking smirking at him, still on his knees by the side of the bed.  
"Get up here," Zack says, rolling his eyes again, just because it's less embarrassing than admitting he just got caught revealing too much.

Spencer doesn't so much as hesitate. He clambers messily onto the bed, climbing over them both so that he can sit on the pillows next to Zack and press himself to Zack's side. Zack thinks, _what the fuck_ , but actually likes it too much to bring up why the two of them are suddenly stuck to him like he rolled around in fucking crazy glue.

Brendon is still trembling a little, and Zack finds himself stroking his hand down Brendon's side, slow and careful, trying to still him. "You did really well, B," he says, conscious of Spencer pressed up against his side. "Fuck, I have no idea how you held out so long."

"Skill," Brendon says, without opening his eyes. He manages a sleepy grin, but doesn't move from where he's stuck like a limpet to Zack's chest.

"No, really," Zack says, because he believes the credit should go where credit's due, "you were really fucking amazing."

"You were," Spencer adds, and Brendon opens his eyes. He still doesn't move but he watches Spencer steadily for a moment.

"Okay," he says, finally, and he's still boneless in Zack's arms, a heavy weight in Zack's lap, unmoving and still, exhausted and worn out. The tension that Zack had been able to feel running through Brendon all night was gone, though, and in its place was a kind of languid exhaustion, a kind of sated, easy contentment that Zack isn't ever sure he's seen in Brendon before.

"The cock spanking," Zack says, after a minute where he's almost sure Brendon's fallen asleep. "That was good for you, right?"

"Uh-huh," Brendon says, shifting a little so that he can rub his cheek against Zack's chest. It feels, Zack realizes, strangely good. He hopes it doesn't show on his face, but in case it does he decidedly doesn't meet Spencer's eyes. "Totally good."

"Awesome," Zack says, because it was good for him, too. Really fucking good. It was so good that he's still totally fucking hard and even though Brendon is in the process of passing out all over him, Zack's dick is nowhere near the point of giving it up and going to sleep. It doesn't help that Brendon is plastered all over him like a rash; Zack is _only human_ and it isn't like this has been the hottest night ever or whatever. The last time he came it was in the bathroom, on Brendon's face, and fuck, remembering that doesn't make it any easier. There is still dried come on Brendon's cheek, which isn't helping any, either.

"You want?" Spencer says, holding his hand out.

Zack rolls his eyes, because Brendon is draped all over him, and right now his cock is trapped half under Brendon's thigh, which also isn't helping. None of this is fucking helping, because Zack has just spent the evening spanking two of the people he loves best in the world, and okay, that isn't the kind of line of thought he lets himself follow all that often because it's a dead end and he knows it, but hey, it turns out that spanking people gets him _really fucking hard_. Like, maybe this is a _thing_ for him, or whatever, he's not an idiot and he's not exactly averse to figuring out new and exciting ways for him to get off, but the fact remains, he is stupid-hard and turned on and increasingly so, and he _still_ has a Brendon draped all over him like melting ice cream. If melting ice cream was as sweaty and sticky and burning hot as Brendon is, that is, and fuck, he's going crazy.

Spencer rolls his eyes right back at him, which is also getting to be a _thing_ , okay, and Zack isn't standing for it. Apart from how he clearly is, because when Spencer leans over and pokes Brendon in the thigh, Brendon un-peels himself from Zack's skin long enough for Spencer to wrap his hand around Zack's cock and wait until Brendon's gotten himself more comfortable, plastered all down one side of Zack and watching Spencer lazily, eyes half open.

"Fuck, _Spence_ ," Zack hisses, as Spencer jerks him off roughly, not seeming to care that there's no lube and no finesse.

"You want me to go slower?" Spencer offers, but he doesn't slow down his hand at all, thumb swiping across the tip of Zack's erection, back and forth until Zack can't keep the noise he's wanting to keep hidden inside anymore. It bursts out of him and he can't stop it, and that happens so infrequently that he's half amazed, and it takes him a moment to realize that Spencer's grinning down at him. "You like that?" he asks, and Zack _expects_ him to sound smug because he's got one over on him, but he doesn't sound like that all. He sounds... kind of pleased, and sort of excited, and when Zack meets his gaze there's something bright in Spencer's eyes that Zack wants to chase.

"Yeah," he says, because there are times for keeping things close to your chest, and there are times when you get a single fucking night where you get it all, _everything_ , and you have to fucking let it all in, every last second because this is _it_. This is what you get. "Fuck, _yeah_."

"Good," Spencer says, and before Zack's had a moment to process any of this, Spencer's mouth is on his, and he's kissing Zack like he's the one on the edge, like he's the one that's about to come and there's something so upside-down and back-to-front about all of this but Zack can't bring himself to care until after he's come. He'll think about it _then_ , when he can figure out why he's this stupid fucking buffer between Brendon and Spencer and what they're going to do without him there in the middle to help them figure their shit out. He _knows_ how they look at each other, for fuck's sake. He's seen them fucking make out, and he _knows_ that what they feel for each other isn't some stupid crush. He might be a fucking idiot about them when he lets himself admit it, but he's not _stupid_. He knows they're in love with each other and he's not entirely sure that there's a way out of this situation back to the way it was before without screwing everything up for the two of them, and he resolves to make them fix it until there's no fucking chance they're going to end up in pieces, apart.

"Hey, hey," Spencer says, pulling away. He doesn't let up on Zack's cock, but with his other hand he cups Zack's face, and it's a weird, intense, intimate moment that makes Zack feel really fucking uncomfortable, because one thing that they don't do is fucking _intimate_. "You think we don't see you all the fucking time, doing your job?" he asks, and Zack doesn't have a clue what Spencer's talking about. He can feel the furrow in his brow and the way his confusion must show on his face, because Spencer shakes his head. "Stop fucking working," he says, and he taps the side of Zack's head. "Whatever the fuck you're thinking about, stop it. Whatever schedule you're planning, stop it." His fingers stroke at Zack's cheek and it is so fucking intimate that Zack genuinely doesn't know what to do with himself. He just—he can't. This is _Spencer_. This is not a side of Spencer he ever expected to see directed at him, and he actually doesn't know how to react to it.

Especially when Brendon presses his mouth to Zack's chest and murmurs, "Just let us do this for you. For once," and runs his hand down Zack's side.

"Fuck," Zack says, because he doesn't know what else to say, and because the next thing he knows, Brendon is shifting so that he can kneel up over him, and _he's_ the one sleepily kissing Zack, and fuck, if this isn't exactly everything and more besides. Zack, for once, doesn't have a fucking clue what's going on and if there's one thing he _hates_ , it's things being outside of his control, and even though it's Brendon and Spencer and he fucking trusts them, it's still a big fucking deal that he's just _letting_ them do what they want. This is not something Zack gives up easily. He thinks that they know that, that they can tell, because neither of them is taking this lightly, whatever _this_ is. He lets Brendon kiss him, and he kisses back, and he lets Spencer jerk him off and he tries to keep the way he's feeling trapped inside, because he's tired and it's been a long night. Things come out when there's exhaustion on the horizon, and there are some things - like maybe the way Zack could feel about these guys if the circumstances shifted in his favor - that are definitely best left unsaid. But then Spencer's hand on his dick disappears, and instead it's Brendon's hand curling around the base of his erection, and it's Spencer's _mouth_ on him. "Jesus _fucking_ Christ," Zack manages, sweat pearling on his brow. He tries to wipe his face with the back of his hand but Brendon's too busy leaning in for another kiss to let that happen.

"Stop it," Brendon says. "We want you just the way you are. Just this once."

Zack is kind of a fucking mess, because he keeps how he feels about these guys secret even from himself, most of the time, and now they're both all over him like the plague, if plagues were awesome and involved orgasms, which they _don't_ , but whatever. Zack never said that his thought processes were worthy things when he was being sucked off. It is half the battle trying not to let on how he's feeling, and trying to keep it locked down and off his face but it's _hard_ when the two of them are trying to take him apart.

Spencer is fucking awesome at sucking cock, and he knows it, too. Any other time Zack would resolve to wipe the smile off his face - especially as Spencer actually _likes_ that, but right now the only thing he can concentrate on is not coming too soon.

"Fuck," he manages against Brendon's sleepy, lazy mouth, but Brendon just grins slowly and kisses him again, squeezing a little at the base of Zack's cock.

This is, Zack thinks, too much. The two of them, together, when it's been a whole night of intense, desperate sex, well, _fuck_. Zack can't blame himself for being on the edge so soon. He tries to rein himself in but he can't. He can feel his orgasm building in the pit of his stomach and judging by the way Brendon's swallowing down Zack's choked-off breaths and Spencer's hands are spread across Zack's thighs as he sucks Zack off, well, he's not the only one who knows it. He doesn't bother warning them as he comes, enjoying the way Spencer groans around his dick and Brendon doesn't move away, his mouth pressed to Zack's cheek as Zack continues to come, his hips rocking up so that he's fucking Spencer's mouth through his orgasm.

It feels incredible, strong and intense and fucking exhausting. Afterwards, when his hips are still rocking but his dick's stopped pulsing, Spencer slides off of him. He doesn't wipe his mouth, Zack notices, a little dazed, and when he crawls up the bed so he can press himself to Zack's side, he leans in to meet Brendon's mouth in a kiss. Zack can only imagine what that kiss must taste like, and his brain falls apart just that little bit more at the strangely intimate urgency of Brendon and Spencer's kiss.

Afterwards, Zack tips his head back on the pillows and stares up at the ceiling. What they are doing, he's fairly sure, is cuddling. Brendon's burning hot and already mostly asleep, cheek pressed to Zack's chest, hand on his stomach, fingers twined with Spencer's. His leg is hooked over Zack's and Zack couldn't move even if he wanted to, which is weird because he sort of doesn't want to, not that he'd admit it any time soon. He was humoring them, he told himself, because Spencer's nose is pressed to Zack's ear and his dick is pressing into Zack's side and Zack knows he could get used to this. He won't, because it's not the kind of thing that's going to get offered to him, but he knows he _could_. If the situation presented itself. It's a stupid fucking thought process, and Zack's pissed he's even thinking about it, because he has a job to do, okay, and he has these guys to protect and organize and they're so fucking stupid about each other that Zack sometimes doesn't know where to look, okay, and Zack does not embarrass easily.

"Stop fucking thinking and go to sleep," Spencer says, poking him in the side without opening his eyes. Brendon makes an agreeing, mostly-asleep kind of noise and Zack lets out a breath. He is not doing himself any favors, letting this continue past the end of the sex. He should get up and go back to his room, he knows this, but there's a part of him that he doesn't give in to very often that really fucking wants to stay. And Zack's mostly asleep, and seriously, what does it matter, one more night? He feels like he's kind of getting in the middle of Brendon and Spencer, though, and he knows that if he lets this continue then they'll get used to having him as a kind of buffer in the middle of the two of them, and they'll never make the actual shift from being friends to something more. Zack isn't a fucking relationship savior, he has an actual job to do that isn't counseling fucking idiots into a relationship, but he sort of has a vested interest in them being happy, so. If he can't have them - not that that's an option - then at least they could get off their asses and get the fuck together. Tomorrow, he resolves, he'll sit the two of them down and tell them to get their shit together and go on a fucking date.

And he'll get on with his job and be fucking happy for them and that'll be that.

Spencer pokes him again. "Relax and go to sleep," he says.

Zack lets out a breath. "Yeah, yeah," he says, and he lets himself have this one night. This one fucking night.

~*~

When he wakes up, Brendon is naked on the chair by the window, his laptop propped up on a pillow on his knees, hair wet from the shower. Spencer is leaning over his duffel - also naked - and Zack spends a moment enjoying the view before Spencer turns back around, shower kit in hand.

Spencer rolls his eyes. "Stop staring at my ass," he says.

"Make me," Zack says, lazily, propping himself up on his elbow. "Throw me my phone first, though."

Spencer chucks Zack's iPhone at the bed before disappearing into the bathroom and letting the door close behind him. Zack knows that for once they have a morning off, but he wants to check his emails and make sure everything's ready for later this afternoon, where they have three interviews and some radio slot across the other side of the city where they're playing an acoustic set. He likes it when they roll into town a day early, it gives them a breathing space after far too long on the road.

After he's scanned his emails and tapped out a reply to some idiot who wants to shift their appointment back by an hour - _no_ , he types. _Be there at five or don't come at all - the schedule is too full for changes at this stage_ \- he turns his attention to Brendon. "What are you looking at?"

"Places to go for lunch," Brendon says, looking up and grinning.

"What's wrong with whatever's closest and has a free table?" Zack asks, because that's their usual plan of attack.

"I'm picking somewhere nice," Brendon says, resolutely. "Morning off and everything."

"Awesome," Zack says, and clicks open Pop Star to while away the half an hour Spencer will spend in the shower if he possibly can. Brendon, he notices, is still tapping away at his laptop. "How much research are you doing, anyway?" he asks. "You still looking up restaurants?"

"I'm making a good choice," Brendon says. "You think Spencer will want steak?"

"Spencer always wants steak," Zack says, because it's the truth. He thinks that maybe he won't need to interfere if Brendon's planning on taking Spencer someplace with good steak. He figures he can take his phone and hang out a table nearby without butting in on their date time. _This is a good thing,_ he thinks, _and about fucking time, too._

He just about beats his high score by the time Spencer finishes in the shower - almost but not quite. He figures he can waste another couple of minutes finishing up while Spencer roots about in his duffel for his clothes.

"You'll need to dress up," Brendon says decidedly, looking up from his laptop. "I'm going to book us a table someplace nice. The dress code says business casual." He sounds fierce, Zack thinks, and when he sneaks a glance, his chin is up and his shoulders back. He looks, Zack thinks, like he's spoiling for a fight.

Spencer watches him for a moment. "Okay," he says, "sure. I'm not sure this stuff is clean, though."

"I don't care," Brendon says, resolutely. "We can be dirty and dressed up all at the same time."

"Awesome," Spencer says, and Zack finds that listening to them discussing their date is actually harder than he anticipated it being. _This is a good thing_ , he tells himself. _This is what they all wanted_. He lets out a breath and makes sure his face is schooled into something resembling normalcy, and then he goes over to his duffel to grab his clothes and head into the shower.

"You'd better not have used all the hot water," he warns Spencer on his way past, eager to ensure that everything was just as it always is, night of kinky hot sex aside.

"Yeah, yeah," Spencer says. "I never do."

"You _always_ do," Brendon says. "You are like the king of long showers."

"Cool title," Zack says, and lets the bathroom door shut closed behind him. He fumbles with the shower setting, switching it on so that it runs warm while he takes a piss, and only then, only _then_ does he let himself close his eyes and let out a long, ragged breath.

He showers for longer than he normally does, letting the water pound over him for a long time after he's finished washing. He's not hiding - he doesn't fucking _hide_ \- but he feels suddenly just as fucked up as Brendon and Spencer, and this is a _surprise_ to him. He thought that he was in control, that he could let stuff like last night happen and walk away, just like the first time, but he _can't_. This actually hurts. It hurts knowing that they're going to go on without him, that he was nothing but a catalyst. He feels like a fucking idiot, because he _knew_ this shit. This is not news to him. And yet he's still freaking out in the fucking shower like a fucking dumbass.

He squares his shoulders, shaking his head. This is not him, and this is not who he's going to become. Instead, he turns off the shower and uses a hand towel to dry himself off because the room didn't come equipped for the three of them, and Brendon and Spencer - even though they're both tiny compared to him - have used the fucking big towels for themselves, leaving him with something the size of his ass, what the fuck. He pulls on underwear and camo shorts and a t-shirt, brushes his teeth with Spencer's toothbrush, and then opens the door back into the hotel room, expression as normal as he can manage.

Brendon looks up from where he's finishing up on the phone, and makes a face. "That is not dressed up," he says, and Zack doesn't miss the part where he's got clothes on now, a button-down and a jacket and tight pants. "Did you miss the part where I said dressed up? The reservation says _business casual_."

"Dude," Spencer says, from where he's sprawled across the bed in black jeans and a button-down and a vest. "Did you suddenly turn dumb? What is that. _Dressed up_ , he said."

Zack is confused. "Uh," he says, because he doesn't exactly know how to say, _but you didn't invite me_. Because they didn't, right? They _didn't_ , except that here he is out of the shower and they expect him to be dressed up like they are, and this is fucking weird.

Spencer rolls his eyes. "Fuck, you're fucking dumb. What, you were just going to try and hide behind us when we got there or something? You're, like, bigger than us."

Zack _is_ bigger than them. He likes that about being around them, but whatever, he shakes his head. "What?" he says. He is not usually one to be caught off guard but right now he feels a bit like everyone around him is talking the wrong language and he doesn't understand. Brendon and Spencer are talking like he was supposed to getting dressed up to go with them too, which can't be right, because that would mean he was sitting with them, and he'd thought they were going on a _date_. Maybe it's just the late night and all the fucking sex but this is not where he thought this would be going. He hadn't planned or prepared for this, and he'd schooled himself into pretending like Brendon and Spencer getting together was going to be the greatest thing ever, and now it turns out it's just the three of them going out for lunch, and they're no further on than they were before all of the sex. "I thought you two were going on a _date_ ," he says, finally, since he is not one for beating around the bush, and there is no point pretending like this is something it isn't.

Spencer and Brendon make faces at each other. "What, really?" Brendon says. "Well, I guess we are," he amends, "but with you too."

Spencer just rolls his eyes. "You were totally invited, it's not our fault if you're too dumb to pay attention."

"Yeah," Zack drawls. "Guys, the two of you are never going to get it together if you keep inviting me places." Spencer raises his eyebrows. "What, like any of us are going to get anywhere if we go on ignoring the giant fucking elephant in the room, fuck."

"Oh my god," Spencer says. "You really are a fucking idiot. I'm going to make flashcards. They're going to say, _didn't you notice us having sex with you_ and _we like you_ and _you're an idiot_."

Spencer, Zack notices, is being a fucking smart ass on purpose, Zack can tell. Zack raises an eyebrow at him and Spencer flushes pink, and Zack is suddenly right back where he was yesterday, with everything laid out in front of him, Spencer's secrets spilling out and Brendon trying to figure out what the fuck is going on in his head. "Guys," he says, "it doesn't work like that. The two of you, that's what this has all been about, right? I can't be your buffer forever."

Brendon looks a little shaky, Zack thinks. "That's all it was for you?" Brendon asks. "You being our _buffer_ , what the fuck? Didn't what we do mean, like, anything?"

"No, fuck, _yes_ ," Zack says, and it isn't often that he's caught off guard like this, confused and totally fucking unsure of what the fuck is going on. The way they're fucking looking at him, _fuck_. "But - but, _guys_."

Spencer shakes his head, jumping to his feet. "Shut up," he says, and he looks upset too, Zack realizes, upset and kind of _mad_. "I let you know stuff I've never told _anyone_. That's like, _fuck_. That's a huge fucking deal and it didn't _mean_ anything for you? What even _is that_?"

Zack can't remember the last time he was in a situation where he didn't know what the fuck was going on. "I mean, how was I supposed to know that was what you guys wanted?" he asks. "I figured I was just, I don't know. Helping you figure your shit out. I've seen the way you guys look at each other."

"But you've missed the way we look at _you_ ," Spencer says, dangerously. He looks furious. "You did all that shit with us and you didn't think it meant anything, _fuck_."

Brendon dumps his laptop on the floor and closes the distance between them, standing up on his toes so he can press his mouth to Zack's. "Fuck you," he says, and he sounds upset. " _That's_ what I wanted."

"Me too," Spencer says, and he grabs Zack, tugging him down so that he can kiss him too. The kiss is kind of off-center, and tastes like toothpaste and a little like anger, Spencer's mouth sliding across his in a furious kiss. When Spencer pulls away he's breathing a little quicker, and his eyes are bright. Zack waits a beat before catching Spencer's shirt in his fist, tugging him in and covering his mouth with his own. He kisses him with everything he was trying to hide last night, every feeling he's stifled for fucking months and even _years_. He lets it all out and he knows he's putting it all on the fucking line, _everything_ , and blindly he reaches for Brendon too, hand stretched out. When Brendon steps into his touch, Zack runs his hand up Brendon's side until he can cup his face; when he's done kissing Spencer he switches to Brendon, tangling his fingers in Brendon's hair and dragging him close for the kind of kiss he never thought he'd get to share with him. Brendon moans against his mouth and Spencer mouths against Zack's neck, desperate and hot and fuck, Zack got this wrong. He got this so wrong.

"I got this so fucking wrong," Zack says, after a minute. "I thought - I don't know what I thought. That you were figuring out how to get together and it was easier to do that through me, I don't know."

"We don't fucking work without you," Spencer says, without meeting Zack's eyes. "Brendon can't - He can't give me what you give me," he says, and Zack thinks about Spencer's fantasies, about the kinds of things he imagines inside of his head. Those fantasies are for three people, Zack thinks, and he _knows_ how much Spencer gets off to the idea of Brendon watching him. It doesn't work if he isn't watching, Zack realizes, and he wonders how he missed this before, how Spencer's fantasies are for three of them. Brendon's still figuring his shit out but if it's more of the same kind of thing as last night - cock spanking and pain stuff - then Zack isn't sure Spencer would be willing to do that kind of thing, at least not in a serious way. Spanking he could do, but not if it's about causing pain. At least Zack doesn't think so.

"Right," Zack says, because he needs to think about this. He hadn't anticipated this happening and there's a world of difference between one night - _two_ nights, he thinks - on tour and taking it outside of that, into the real world, into a restaurant for lunch. The three of them, on a fucking _date_. Because that's what it's going to be, right? It's going to be the three of them eating lunch together, dressed up in fucking business casual, whatever the fuck that means, and that's a fucking date.

"Come and have lunch with us," Brendon begs, and Zack hates it when Brendon gets like this. Brendon doesn't ask for much, not really, not stuff that's important, anyway. He fits in and makes do and pretends like shit is okay and he doesn't fucking ask for stuff. Zack can't say no to him because he loves this dude, like not even _in love_ , just _loves_ , and he thinks you've got to be made of stone not to want to be nice to him when he asks something of you. The fact that Zack is in love with him too just makes it even harder to say no, so he doesn't.

"Okay," he says, and Spencer lets out a breath, resting his forehead against Zack's shoulder. Zack wonders if Spencer isn't holding his shit together as well as he appears to be, and he slides his hand into the curve of Spencer's back. "We are going to fucking talk," Zack says, shaking his head. "The three of us, we're going to fucking talk."

"Can we eat first?" Brendon asks, hopefully.

"I guess," Zack says, rolling his eyes. He still has his arm around Spencer.

"Okay," Brendon says, "but you have to go get changed first. We're going to miss our reservation, and you are in shorts."

"I don't do fucking _business casual_ ," Zack says.

"Sure you do," Brendon says, sliding his hand into Spencer's. "Stop lying to us and go find something you can wear. We'll wait. We'll even make out while you're gone. Quicker you get changed, quicker you can join in."

"I thought we had a reservation," Zack complains, because this is not something he's exactly taken in yet, and he sure as fuck doesn't know what is going on and what he's just agreed to - a date? A relationship? Having sex again? - but whatever it is, it's a risk. The three of them together, it's a risk, and not just because they're two of his best friends but because they're his _job_ , and he's invested in them, personally and financially, and this might be the stupidest fucking decision he's ever made in his life. In his head, though, he can't get over the memory of Brendon offering him his cock to spank and Spencer desperately humiliating himself just to get off. He can't leave this as it is; he's already in this. He's in this, and so are they, and they just have to keep going and hope they come out the other side.

~*~

The cab ride to the restaurant is pretty quiet, which is weird but also just what Zack needs to try and get his head in order. It isn't often that Brendon stays quiet but he does on the way to the restaurant, in the back seat of the cab with Spencer. Zack sits in the front seat, next to the driver, and he keeps sneaking looks in the rear view mirror just to see if he can catch Brendon and Spencer together. Whenever he looks, though, they're looking at him and Brendon's grinning and Spencer's just _watching_ him, an almost inexplicable look on his face.

It feels weird but also strangely good; he knows these guys so well he can't imagine not working with them month after month, but now he knows them in a different way too, a more intimate way. Zack is not particularly good at intimacy; he doesn't know how to be better. He knows how to do what he does, which is try and figure out what people need and give it to them. He helped unpick Spencer's secrets last night and he helped Brendon try something out that turned out to work for him. He can do that; he can take control and be in charge and run fucking security in case something goes wrong and then he can fucking _fix_ it. He doesn't know how to be where he is now, the beginning of something new, as unsure and inexperienced as the next person, and the next person is _Brendon_.

He curls his fingers in the handle of the door, and rubs at the end of his nose with the crook of his finger. This feels like a _beginning_.

~*~

The restaurant is nice enough. It's large, which Zack likes, since he can square up to the maitre d' and get the table right in the corner, out of the way of all the other lunchtime diners, somewhere they can talk without being in danger of being overheard. The menus are pretty extensive, and also in French, but Zack's spent enough time overseas to be able to pick out steak, fries, salad, and a beer when the waitress comes over to take their order. The waitress doesn't seem like she likes their beer orders, but whatever. Brendon doesn't drink wine and Zack likes beer, so he smiles nicely at her until she brings them their drinks.

"So," Zack says, when she's gone. "This threesome shit we've got going on. Let's talk about dick, guys."

"Oh my god," Spencer says, dropping his head to the table. "This is the last time we let you be in charge of the conversation. This is a respectable restaurant."

"And we're respectable guys," Zack maintains. "How about that cock slapping, huh?"

Brendon snorts a laugh. "You see if we blow you when we get back to the hotel now."

"We won't have time," Zack says, checking the time on his phone. He has six new emails, so he scans through them quickly. He's technically working. He's always technically working, what the fuck. "You guys know the schedule."

"See if we blow you _later_ , then," Brendon says, rolling his eyes. "Because we have a later now, right? We can say, _let's do this later_ and, like, mean it."

Zack just makes a face at him in response and lets Brendon wrap his foot around Zack's ankle under the table. "Yes," he says, finally, because that seems to be the right thing to say. Brendon just smiles.

Spencer's fiddling with his water glass. "What you said last night," he says, slowly, "about scenes." He swallows, and Zack thinks back, remembering that he'd told Spencer that he had to ask for what he wanted, and they could set it up. Suddenly Zack's mouth feels dry, but he's careful not to show what he's feeling on his face.

"Yeah?"

"What did you mean?" Spencer asks, not meeting Zack's eyes.

Zack shrugs. "Like, I guess. If you have something that you want to happen, then we can talk about it and set it up," he says. "Last night I got the impression you were trying to make me pissed so that, I don't know, I'd punish you or whatever. I can't do that to you if I'm actually mad at you, you get that, right?"

Spencer shrugs, and Zack realizes that Spencer is really fucking embarrassed, and not in the way that's going to get him off.

Zack relents. "I'll do that for you, you know," he says. "Whatever the fuck gets you off, I'll do it. If you need me to find you doing something that means you need to be punished, then we'll do that. Whatever's in your head, Spence. Doesn't matter what it is."

Spencer still won't fucking look up.

"Spence," Zack says. "Last night was really fucking hot. What you wanted us to do was really fucking hot. You getting off to it was even hotter, okay, so don't fucking clam up now because you think it's weird."

"I never told anyone that stuff," Spencer says, softly. "Not anybody, not ever. And then you just figured it out and _did it_ , and it's like you unlocked what was in my head."

"How'd it feel, Spence?" Zack asks. He can't believe they're discussing this in a fucking restaurant. "Telling us?"

"Like, I don't know." Spencer shrugs, and swallows. "I've been getting off to that since I was, I don't know, fourteen or whatever. No one's ever told me I like to be humiliated but you, okay."

"But that's what you like, right?" Zack says, carefully. His gaze flits to Brendon, just for a second, and then back again. Brendon's watching them quietly. "You like being humiliated. You like feeling like that."

"Yes," Spencer says, in a choked voice. "I love feeling like that."

"Well, then," Brendon says, and Zack's pretty sure Brendon is squeezing Spencer's hand under the table. "We'll make you feel like that, then. Awesome."

Zack snorts. "Bden," he says, "you're great."

"I know," Brendon says, grinning. "But seriously. Whatever, Spence. We'll do it."

Spencer nods, but doesn't look up. "So," he says. "That stuff I told you yesterday. About me—in the bathroom."

Zack remembers the story about Spencer being discovered jerking off in the bathroom and then punished for it. His cock twitches. "Go on," he says.

"That might be something I'd, uh, want," Spencer says. "For you to find me like that."

"Okay," Zack says, already imagining what it might be like to find Spencer like that, naked and jacking off. What it would feel like to be able to put him over his knee and make Brendon watch. It makes his mouth dry just thinking about it. "That's easy, we can set that up."

Spencer's cheeks are flushed. When he looks up, his eyes glitter bright. "I can't believe I'm telling you this stuff," he says, quickly, in a whisper.

"I can't believe we actually get to _do this_ ," Brendon says, eyes shining. "This is like the best thing ever, right?"

"Yeah," Zack says, because he can't actually believe that this is happening. That they can plan this shit out and then maybe _do it_. It's like every kinky dream he's ever had. "What about you, B?" he asks, as he spies the waiter coming back over with their food. "What do you want to try?"

They wait patiently as the waiter puts their plates down and hovers grumpily for a moment before disappearing back to the front of the restaurant.

"You picked a place with great service, B," Spencer says.

"Wait until you've had the food and then tell me I've made a bad choice," Brendon says, already slicing into his steak. It's about the size of his head. For such a tiny guy, Zack is always amazed by just how much he can put away.

"So," Zack prompts. "Brendon? What do you want to try?"

"Stuff that stings," Brendon says, decidedly. "Like, I don't know. Clothes pins or something." He takes a huge bite of steak, and makes a face that looks a little like his orgasm face. Zack congratulates himself on knowing what that actually looks like. "You can spank my cock again, oh my god, that was pretty fucking amazing." He talks with his mouth full and Zack laughs, because this is the hot little dude he's going to be fucking from here on in - or at least he thinks he will be, but whatever. That is the plan - "I don't know, I've always really liked the idea of a _collar_."

Zack chokes on his steak, because if there is one thing that for whatever reason he didn't expect Brendon to come up with, it's a fucking _collar._ "What?" he says.

Spencer - fucking _Spencer_ \- looks amused. "You like that, huh?" he asks.

"No," Zack lies, hitting himself in the chest with his fist to clear his throat. Both Spencer and Brendon make a face at him. Neither of them seem to care that he is fucking choking to _death._ "Okay, fuck, yes, whatever."

"Huh," Spencer says. "That's pretty cool," he says. "What else gets you off?"

"Nothing," Zack says, decidedly red-faced from fucking _choking_. "It's okay, don't worry about me. Next time you see me _dying_ just feel free to leave me to it."

"Awesome," Brendon says, tapping his fork against his plate. "How about leashes? If I got a collar we could get a leash too."

"Oh my _god_ ," Zack manages, which is approximately as many words as he can make now that his brain has actually melted out of his ears. It is entirely possible he may have a thing for collars and leashes. A secret thing.

"Wow," Brendon says, wide-eyed. "This is great." He elbows Spencer in the side. "I figured we'd have to, I don't know, just try out everything until we figured out what Zack's secret kink was, and there it is. Collars! That was easy."

"It is not," Zack lies. Spencer raises an eyebrow. "Okay, whatever, yes it is. Stop laughing at me."

"That is like, a _lame_ secret kink," Brendon says. "I like getting my cock slapped and Spencer just wants us to point and fucking laugh - ow, stop hitting me - and you, - _you_ \- just get off on collars. Totally fucking lame, dude."

"That is the last fucking time I make _you_ come," Zack says, concentrating on his plate and ignoring the way his face is totally fucking red.

"Awww," Brendon says. "It's okay, this is a _safe space_ , Zack. It's completely okay to tell us about your lame secret kink." He takes another bite of his steak, chewing obnoxiously with his mouth open. "Hey, I've thought of something else."

"What," Zack says, carefully not taking another bite of his lunch until he's heard what Brendon's had to say.

" _Cock rings_ ," Brendon says, brightly. Spencer chokes on his salad.

"Oh my god," Spencer says.

"Doing this together is the best idea any of us ever had," Brendon says, grinning, and when he starts to laugh, Zack can't help it, he meets Spencer's eyes and joins right in.

"You two are going to be the death of me," Zack says, giving up on his fries and reaching for his beer. "The fucking _death._ "

"You'll die coming," Brendon tells him, leaning over to clink his bottle against Zack's. "Just think, dying mid-orgasm."

"Totally fucking creepy," Spencer says, but he reaches for his drink too, holding it out to bump it against Zack and Brendon's bottles. He glances at them both, and then he says, "To us."

It should be stupid and lame and cheesy, Zack thinks, a toast to them and their stupid orgasms, but it isn't. It feels like the beginning.

"To us," Brendon says, biting his lip to keep from laughing, and Zack grins.

"To us," Zack echoes, and when they get the bill, they divide it by three, splitting it into three equal shares. _To us_ , Zack thinks, and grins.

[end]


End file.
